exhibit_10-2.htm


     

     

     

     

     

    Exhibit 10.2

    


    EXECUTION
VERSION

     

     

     

    $200,000,000

    


    CREDIT
AGREEMENT

     

    


    dated as
of

    


    August 4,
2008

    


    among

    


    RALCORP
HOLDINGS, INC.,


    as
Borrower


    (Initially
Kraft Foods Global, Inc. to be successively succeeded as Borrower
by


    Cable
Holdco, Inc., Ralcorp Mailman LLC and Ralcorp Holdings, Inc.)


    


    THE
LENDERS PARTY HERETO

    


    JPMORGAN
CHASE BANK, N.A.,


    as
Administrative Agent

    


    SUNTRUST
BANK,


    as
Syndication Agent

    


    and

    


    BANK OF
AMERICA, N.A.,


    as
Documentation Agent

    


    _________________________

    


    J.P.
MORGAN SECURITIES INC.


    and


    SUNTRUST
ROBINSON HUMPHREY, INC.,


    as Joint
Bookrunners and Joint Lead Arrangers

     

     

     

     

     

     

    
      

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    
      TABLE
OF CONTENTS

       

      
        	 
      	 
      	 
      	 
      	
                Page

              
	
                ARTICLE
      I

              	 
      	
                Definitions

              	 
      	
                1

              
	 	 	 	 	 
	
                SECTION
      1.01.

              	 
      	
                Defined
      Terms

              	 
      	
                1

              
	
                SECTION
      1.02.

              	 
      	
                Classification
      of Loans and Borrowings

              	 
      	
                17

              
	
                SECTION
      1.03.

              	 
      	
                Terms
      Generally

              	 
      	
                17

              
	
                SECTION
      1.04.

              	 
      	
                Accounting
      Terms

              	 
      	
                17

              
	 	 	 	 	 
	
                ARTICLE
      II

              	 
      	
                The
      Credits

              	 
      	
                18

              
	 	 	 	 	 
	
                SECTION
      2.01.

              	 
      	
                Commitments

              	 
      	
                18

              
	
                SECTION
      2.02.

              	 
      	
                Loans
      and Borrowings

              	 
      	
                18

              
	
                SECTION
      2.03.

              	 
      	
                Requests
      for Borrowings

              	 
      	
                18

              
	
                SECTION
      2.04.

              	 
      	
                Funding
      of Borrowings

              	 
      	
                19

              
	
                SECTION
      2.05.

              	 
      	
                Interest
      Elections

              	 
      	
                19

              
	
                SECTION
      2.06.

              	 
      	
                Termination
      of Commitments

              	 
      	
                21

              
	
                SECTION
      2.07.

              	 
      	
                Repayment
      of Loans; Evidence of Debt

              	 
      	
                21

              
	
                SECTION
      2.08.

              	 
      	
                Prepayment
      of Loans

              	 
      	
                22

              
	
                SECTION
      2.09.

              	 
      	
                Fees

              	 
      	
                22

              
	
                SECTION
      2.10.

              	 
      	
                Interest

              	 
      	
                22

              
	
                SECTION
      2.11.

              	 
      	
                Alternate
      Rate of Interest

              	 
      	
                23

              
	
                SECTION
      2.12.

              	 
      	
                Increased
      Costs

              	 
      	
                23

              
	
                SECTION
      2.13.

              	 
      	
                Break
      Funding Payments

              	 
      	
                24

              
	
                SECTION
      2.14.

              	 
      	
                Taxes

              	 
      	
                25

              
	
                SECTION
      2.15.

              	 
      	
                Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs

              	 
      	
                26

              
	
                SECTION
      2.16.

              	 
      	
                Mitigation
      Obligations; Replacement of Lenders

              	 
      	
                27

              
	 	 	 	 	 
	
                ARTICLE
      III

              	 
      	
                Representations
      and Warranties

              	 
      	
                28

              
	 	 	 	 	 
	
                SECTION
      3.01.

              	 
      	
                Corporate
      Existence and Standing

              	 
      	
                28

              
	
                SECTION
      3.02.

              	 
      	
                Authorization
      and Validity

              	 
      	
                28

              
	
                SECTION
      3.03.

              	 
      	
                Compliance
      with Laws and Contracts

              	 
      	
                29

              
	
                SECTION
      3.04.

              	 
      	
                Governmental
      Consents

              	 
      	
                29

              
	
                SECTION
      3.05.

              	 
      	
                Financial
      Statements

              	 
      	
                29

              
	
                SECTION
      3.06.

              	 
      	
                Material
      Adverse Change

              	 
      	
                30

              
	
                SECTION
      3.07.

              	 
      	
                Taxes

              	 
      	
                30

              
	
                SECTION
      3.08.

              	 
      	
                Litigation
      and Contingent Obligations

              	 
      	
                30

              
	
                SECTION
      3.09.

              	 
      	
                Subsidiaries
      and Capitalization

              	 
      	
                30

              
	
                SECTION
      3.10.

              	 
      	
                ERISA

              	 
      	
                31

              
	
                SECTION
      3.11.

              	 
      	
                Defaults

              	 
      	
                31

              
	
                SECTION
      3.12.

              	 
      	
                Federal
      Reserve Regulations

              	 
      	
                31

              
	
                SECTION
      3.13.

              	 
      	
                Investment
      Company Act

              	 
      	
                31

              
	
                SECTION
      3.14.

              	 
      	
                Certain
      Fees

              	 
      	
                31

              
	
                SECTION
      3.15.

              	 
      	
                Solvency

              	 
      	
                32

              


      

       

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

       

       

       

       

       

       

      
        	
                SECTION
      3.16.

              	 
      	
                Ownership
      of Properties

              	 
      	
                32

              
	
                SECTION
      3.17.

              	 
      	
                Indebtedness

              	 
      	
                32

              
	
                SECTION
      3.18.

              	 
      	
                Subordinated
      Indebtedness

              	 
      	
                32

              
	
                SECTION
      3.19.

              	 
      	
                Employee
      Controversies

              	 
      	
                32

              
	
                SECTION
      3.20.

              	 
      	
                Material
      Agreements

              	 
      	
                33

              
	
                SECTION
      3.21.

              	 
      	
                Environmental
      Laws

              	 
      	
                33

              
	
                SECTION
      3.22.

              	 
      	
                Insurance

              	 
      	
                33

              
	
                SECTION
      3.23.

              	 
      	
                Disclosure

              	 
      	
                33

              
	
                SECTION
      3.24.

              	 
      	
                Material
      Foreign Subsidiaries

              	 
      	
                33

              
	
                SECTION
      3.25.

              	 
      	
                Acquisition
      Documents

              	 
      	
                34

              
	 	 	 	 	 
	
                ARTICLE
      IV

              	 
      	
                Conditions

              	 
      	
                34

              
	 	 	 	 	 
	
                SECTION
      4.01.

              	 
      	
                Effective
      Date

              	 
      	
                34

              
	 	 	 	 	 
	
                ARTICLE
      V

              	 
      	
                Affirmative
      Covenants

              	 
      	
                36

              
	 	 	 	 	 
	
                SECTION
      5.01.

              	 
      	
                Financial
      Reporting

              	 
      	
                36

              
	
                SECTION
      5.02.

              	 
      	
                Use
      of Proceeds

              	 
      	
                37

              
	
                SECTION
      5.03.

              	 
      	
                Notice
      of Default

              	 
      	
                37

              
	
                SECTION
      5.04.

              	 
      	
                Conduct
      of Business

              	 
      	
                37

              
	
                SECTION
      5.05.

              	 
      	
                Taxes

              	 
      	
                38

              
	
                SECTION
      5.06.

              	 
      	
                Insurance

              	 
      	
                38

              
	
                SECTION
      5.07.

              	 
      	
                Compliance
      with Laws and Material Contractual Obligations

              	 
      	
                38

              
	
                SECTION
      5.08.

              	 
      	
                Maintenance
      of Properties

              	 
      	
                38

              
	
                SECTION
      5.09.

              	 
      	
                Inspection

              	 
      	
                38

              
	
                SECTION
      5.10.

              	 
      	
                Environmental
      Matters

              	 
      	
                39

              
	
                SECTION
      5.11.

              	 
      	
                Material
      Subsidiaries

              	 
      	
                39

              
	
                SECTION
      5.12.

              	 
      	
                Material
      Foreign Subsidiaries

              	 
      	
                39

              
	
                SECTION
      5.13.

              	 
      	
                Payment
      of Obligations

              	 
      	
                39

              
	 	 	 	 	 
	
                ARTICLE
      VI

              	 
      	
                Negative
      Covenants

              	 
      	
                39

              
	 	 	 	 	 
	
                SECTION
      6.01.

              	 
      	
                Capital
      Stock and Dividends

              	 
      	
                39

              
	
                SECTION
      6.02.

              	 
      	
                Indebtedness

              	 
      	
                40

              
	
                SECTION
      6.03.

              	 
      	
                Merger;
      Fundamental Changes

              	 
      	
                40

              
	
                SECTION
      6.04.

              	 
      	
                Sale
      of Assets

              	 
      	
                40

              
	
                SECTION
      6.05.

              	 
      	
                Sale
      of Accounts

              	 
      	
                40

              
	
                SECTION
      6.06.

              	 
      	
                Investments
      and Purchases

              	 
      	
                40

              
	
                SECTION
      6.07.

              	 
      	
                Contingent
      Obligations

              	 
      	
                42

              
	
                SECTION
      6.08.

              	 
      	
                Liens

              	 
      	
                42

              
	
                SECTION
      6.09.

              	 
      	
                Affiliates

              	 
      	
                43

              
	
                SECTION
      6.10.

              	 
      	
                Subordinated
      Indebtedness; Other Indebtedness

              	 
      	
                44

              
	
                SECTION
      6.11.

              	 
      	
                Change
      in Corporate Structure; Fiscal Year

              	 
      	
                44

              
	
                SECTION
      6.12.

              	 
      	
                Inconsistent
      Agreements

              	 
      	
                44

              
	
                SECTION
      6.13.

              	 
      	
                ERISA
      Compliance.

              	 
      	
                44

              


      

       

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

       

       

       

       

       

       

      
        	
                SECTION
      6.14.

              	 
      	
                Restricted
      Payments

              	 
      	
                45

              
	
                SECTION
      6.15.

              	 
      	
                Swap
      Agreements

              	 
      	
                45

              
	
                SECTION
      6.16.

              	 
      	
                Sale
      and Leaseback Transactions

              	 
      	
                45

              
	
                SECTION
      6.17.

              	 
      	
                Financial
      Covenants

              	 
      	
                45

              
	 	 	 	 	 
	
                ARTICLE
      VII

              	 
      	
                Events
      of Default

              	 
      	
                45

              
	 	 	 	 	 
	
                ARTICLE
      VIII

              	 
      	
                The
      Administrative Agent

              	 
      	
                48

              
	 	 	 	 	 
	
                ARTICLE
      IX

              	 
      	
                Miscellaneous

              	 
      	
                50

              
	 	 	 	 	 
	
                SECTION
      9.01.

              	 
      	
                Notices

              	 
      	
                50

              
	
                SECTION
      9.02.

              	 
      	
                Waivers;
      Amendments

              	 
      	
                51

              
	
                SECTION
      9.03.

              	 
      	
                Expenses;
      Indemnity; Damage Waiver

              	 
      	
                52

              
	
                SECTION
      9.04.

              	 
      	
                Successors
      and Assigns

              	 
      	
                53

              
	
                SECTION
      9.05.

              	 
      	
                Survival

              	 
      	
                56

              
	
                SECTION
      9.06.

              	 
      	
                Counterparts;
      Integration; Effectiveness

              	 
      	
                56

              
	
                SECTION
      9.07.

              	 
      	
                Severability

              	 
      	
                56

              
	
                SECTION
      9.08.

              	 
      	
                Right
      of Setoff

              	 
      	
                56

              
	
                SECTION
      9.09.

              	 
      	
                Governing
      Law; Jurisdiction; Consent to Service of Process

              	 
      	
                57

              
	
                SECTION
      9.10.

              	 
      	
                WAIVER
      OF JURY TRIAL

              	 
      	
                57

              
	
                SECTION
      9.11.

              	 
      	
                Headings

              	 
      	
                58

              
	
                SECTION
      9.12.

              	 
      	
                Confidentiality

              	 
      	
                58

              
	
                SECTION
      9.13.

              	 
      	
                Interest
      Rate Limitation

              	 
      	
                59

              
	
                SECTION
      9.14.

              	 
      	
                USA
      PATRIOT Act

              	 
      	
                59

              
	
                SECTION
      9.15.

              	 
      	
                Limitation
      of Applicability of Certain Provisions

              	 
      	
                59

              
	
                SECTION
      9.16.

              	 
      	
                Release
      of KFG

              	 
      	
                59

              


      

       

    

    SCHEDULES

    


    Schedule
1.01 -- Pricing Schedule


    Schedule
2.01 -- Commitments


    Schedule
3.01 -- Initial Guarantors


    Schedule
3.08 -- Material Contingent Obligations


    Schedule
3.09 -- Subsidiaries and Capitalization


    Schedule
3.14 -- Brokers’ Fees


    Schedule
3.16 -- Properties


    Schedule
3.17 -- Indebtedness


    Schedule
3.24 -- Material Foreign Subsidiaries


    Schedule
6.06 -- Investments


    Schedule
6.08 -- Liens

     

     

     

    
 

    
      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    EXHIBITS

    


    Exhibit A
-- Form of Assignment and Assumption


    Exhibit B
-- Compliance Certificate


    Exhibit C
-- Form of Merger Sub Affirmation


    Exhibit D
-- Form of Ralcorp Affirmation

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

    

     

     

     

     

     

    
 

    CREDIT
AGREEMENT dated as of August 4, 2008, among KRAFT FOODS GLOBAL, INC., a Delaware
corporation, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as
Administrative Agent.

    


    The
parties hereto agree as follows:

    


    ARTICLE
I

    


    Definitions

    


    SECTION
1.01.  Defined
Terms.  As used in this Agreement, the following terms have the
meanings specified below:

    


    “ABR”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

    


    “Accounts Receivable
Financing Program” means a program of sales or securitization of, or
transfers of interests in, accounts receivable and related contract rights by
the Borrower or any Subsidiary on a limited recourse basis pursuant to which the
aggregate amount of financing thereunder at any time outstanding shall not
exceed an amount equal to 7.5% of (a) the amount of total consolidated assets of
the Borrower and its Subsidiaries as of the most recent Fiscal Quarter end for
which financial statements have been delivered by the Borrower pursuant to
Section 5.01(a) or (b), as applicable, minus (b) the
aggregate amount of goodwill and other intangible assets of the Borrower and its
Subsidiaries as of such Fiscal Quarter end, in each case as reflected on such
financial statements, provided that such sale or transfer qualifies as a sale
under Agreement Accounting Principles.

    


    “Acquisition” means
the acquisition by Ralcorp of the Business from KFG pursuant to the Acquisition
Agreement.

    


    “Acquisition
Agreement” means that certain RMT Transaction Agreement dated as of
November 15, 2007 by and between Kraft Foods Inc., a Virginia corporation,
Splitco, Merger Sub and Ralcorp.

    


    “Acquisition
Documents” means the Acquisition Agreement and the other documents,
certificates and agreements delivered in connection with the
Acquisition.

    


    “Adjusted EBITDA”
means, for any applicable computation period, the sum of (a) EBIT for such
period plus (b)
the Borrower’s and its Subsidiaries’ amortization and depreciation deducted in
determining Net Income for such period; provided, however, that (i)
Adjusted EBITDA shall be calculated giving pro forma effect to any Permitted
Purchase during such period as though such Permitted Purchase occurred on the
first day of such period, and (ii) in the event that the Borrower sells or
otherwise disposes of all or any portion of the capital stock of Vail Resorts,
Inc. during such period, then Adjusted EBITDA shall be calculated by subtracting
(adding) all equity earnings (losses) attributable to such divested interest for
such period.

     

     

    
 

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    “Adjusted LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.

    


    “Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the
Lenders hereunder.

    


    “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

    


    “Affiliate” means,
with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.

    


    “Affirmations” means
the Merger Sub Affirmation and the Ralcorp Affirmation.

    


    “Agreement” means this
Credit Agreement, as amended, restated, amended and restated, modified or
supplemented from time to time.

    


    “Agreement Accounting
Principles” means generally accepted accounting principles as in effect
from time to time, applied in a manner consistent with those used in preparing
the Financial Statements; provided, however, that for
purposes of all computations required to be made with respect to compliance by
the Borrower with Section 6.17, such term shall mean GAAP as in effect on the
date hereof, applied in a manner consistent with those used in preparing the
Financial Statements.

    


    “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate
in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and
(c) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of
1%.  Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

    


    “Applicable Rate”
means, for any day, with respect to any Eurodollar Loan or ABR Loan, the
applicable rate per annum set forth on Schedule 1.01 under the caption
“Eurodollar Spread” or “ABR Spread”, as the case may be, based upon the Net
Leverage Ratio.

    


    “Approved Fund” has
the meaning assigned to such term in Section 9.04.

    


    “Assessment Rate”
means, for any day, the annual assessment rate in effect on such day that is
payable by a member of the Bank Insurance Fund classified as “well capitalized”
and within supervisory subgroup “B” (or a comparable successor risk
classification) within the meaning of 12 C.F.R. Part 327 (or any successor
provision) to the Federal Deposit Insurance Corporation for insurance by such
Corporation of time deposits made in dollars at the offices of such member in
the United States; provided that if, as
a result of any change in any law, rule or regulation, it is no longer possible
to determine the Assessment Rate as aforesaid, then the Assessment Rate shall be
such annual rate as shall be determined by the Administrative Agent to be
representative of the cost of such insurance to the Lenders.

     

     

    
 

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

     “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit
A or any other form approved by the Administrative Agent.

    


    “Authorized Officer”
means (a) any of the president, chief financial officer, treasurer or controller
of the Borrower, acting singly or (b) any other officer, employee or
representative of the Borrower who is (i) expressly authorized in writing by the
president, chief financial officer, treasurer or controller of the Borrower to
act on behalf of the Borrower hereunder and (ii) acceptable to the
Administrative Agent.

    


    “Base CD Rate” means
the sum of (a) the Three Month Secondary CD Rate multiplied by the Statutory
Reserve Rate plus (b) the Assessment Rate.

    


    “Board” means the
Board of Governors of the Federal Reserve System of the United States of
America.

    


    “Borrower” means,
subject to Sections 9.15 and 9.16 (a) initially, KFG, (b) upon and after the
assumption by Splitco of the obligations of KFG hereunder as contemplated by the
Acquisition Agreement and the Splitco Contribution Agreement, Splitco, (c) upon
and after the merger by Splitco with and into Merger Sub and Merger Sub’s
execution and delivery of the Merger Sub Affirmation, Merger Sub and (d) upon
and after the merger of Merger Sub with and into Ralcorp and Ralcorp’s execution
and delivery of the Ralcorp Affirmation, Ralcorp, as applicable.

    


    “Borrowing” means
Loans of the same Type, made, converted or continued on the same date and, in
the case of Eurodollar Loans, as to which a single Interest Period is in
effect.

    


    “Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section
2.03.

    


    “Bridge Term Loan A-1”
means the $100,000,000 term loan being made by the Lenders to Kraft Foods
Global, Inc. substantially contemporaneously herewith as to which Ralcorp shall
subsequently become the primary obligor.

    


    “Business” has the
meaning assigned to such term in the Acquisition Agreement.

    


    “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required by law to remain closed; provided that, when
used in connection with a Eurodollar Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market.

    


    “Business Material Adverse
Effect” shall mean any circumstance, change, effect, development,
condition, occurrence or event that, individually or when taken together with
all other such circumstances, changes, effects, developments, conditions,
occurrences or events, is materially adverse to, or has a material adverse
effect on, the business, financial condition, assets or results of operations of
the Business; provided, however, that
“Business Material Adverse Effect” shall not include the effect of any
circumstance, change, effect, development, condition, occurrence or event (i)
arising out of or affecting the industry in which the Business operates
generally, (ii) arising out of or affecting the general economy or financial
markets, (iii) arising out of the announcement of the Acquisition Agreement and
the Collateral Agreements (as defined in the Acquisition Agreement) and the
transactions contemplated thereby, (iv) arising out of changes in law, (v)
arising out of acts of war or terrorism, (vi) arising out of any action taken or
not taken by Kraft Foods Inc., a Virginia corporation or its affiliates with the
written consent or agreement of, or at the direction of, the Borrower, or (vii)
arising out of the matters set forth on Schedule 8.16 to the Acquisition
Agreement, except, in the cases of clauses (i), (ii), (iv) and (v) above, to the
extent that the Business is materially disproportionately affected as compared
to other participants in the same industry.

     

     

    
 

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    “Call Circumstance”
means that prior to August 2, 2009, JPMorgan Chase Bank, N.A. and Bank of
America, N.A. shall not have consummated assignments as a result of which at any
time after the date hereof (a) the aggregate outstanding principal amount of
Loans held by JPMorgan Chase Bank, N.A. was less than or equal to $34,700,000
and (b) the aggregate outstanding principal amount of Loans held by Bank of
America, N.A. was less than or equal to $27,000,000.

    


    “Capitalized Lease” of
a Person means any lease of Property by such Person as lessee which would be
capitalized on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

    


    “Capitalized Lease
Obligations” of a Person means the amount of the obligations of such
Person under Capitalized Leases which would be shown as a liability on a balance
sheet of such Person prepared in accordance with Agreement Accounting
Principles.

    


    “Change in Control”
means (a) the acquisition by any Person, or two or more Persons acting in
concert, including without limitation any acquisition effected by means of any
transaction contemplated by Section 6.03, of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934) of 20% or more of the outstanding shares of
voting stock of the Borrower, or (b) during any period of 25 consecutive
calendar months, commencing on the date of this Agreement, the ceasing of those
individuals (the “Continuing
Directors”) who (i) were directors of the Borrower on the first day of
each such period or (ii) subsequently became directors of the Borrower and whose
initial election or initial nomination for election subsequent to that date was
approved by a majority of the Continuing Directors then on the board of
directors of the Borrower, to constitute a majority of the board of directors of
the Borrower; provided, however, that the transactions contemplated by the
Acquisition Agreement shall not constitute a Change in Control.

    


    “Change in Law” means
(a) the adoption of any law, rule or regulation after the date of this
Agreement, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance by any Lender (or, for purposes of
Section 2.12(b), by any lending office of such Lender or by such Lender’s
holding company, if any) with any request, guideline or directive (whether or
not having the force of law) of any Governmental Authority made or issued after
the date of this Agreement.

     

     

    
 

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    “Charges” has the
meaning set forth in Section 9.13.

    


    “Code” means the
Internal Revenue Code of 1986, as amended or otherwise modified from time to
time.

    


    “Commitment” means,
with respect to each Lender, the commitment of such Lender to make a Loan
hereunder, expressed as an amount representing the maximum aggregate principal
amount of such Lender’s Loan.  The amount of each Lender’s initial
Commitment is set forth on Schedule 2.01.  The aggregate amount of the
Lenders’ initial Commitments is $200,000,000.

    


    “Condemnation” has the
meaning set forth in clause (h) of Article VII.

    


    “Consolidated” or
“consolidated”,
when used in connection with any calculation, means a calculation to be
determined on a consolidated basis for the Borrower and its Subsidiaries in
accordance with Agreement Accounting Principles.

    


    “Consolidated Interest
Expense” means, with respect to any period, the sum (without duplication)
of (i) Consolidated interest expense of the Borrower and its Consolidated
Subsidiaries for such period before the effect of interest income, as reflected
on the Consolidated statements of income for the Borrower and its Consolidated
Subsidiaries for such period, and (ii) Consolidated interest, yield or discount
accrued during such period on the aggregate outstanding investment or claim held
by purchasers, assignees or other transferees of (or of interests in)
receivables of the Borrower and its Consolidated Subsidiaries in connection with
a revolving Accounts Receivable Financing Program (regardless of the accounting
treatment of such Accounts Receivable Financing Program).

    


    “Contingent
Obligation” of a Person means any agreement, undertaking or arrangement
by which such Person assumes, guarantees, endorses, contingently agrees to
purchase or provide funds for the payment of, or otherwise becomes or is
contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement or take-or-pay contract or application for a letter of
credit.

    


    “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled” have meanings correlative thereto.

    


    “Controlled Group”
means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together
with the Borrower or any of its Subsidiaries, are treated as a single employer
under Section 414 of the Code.

     

     

    
 

    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    “Default” means any
event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of
Default.

    


    “dollars” or “$” refers to lawful
money of the United States of America.

    


    “EBIT” means, for any
applicable computation period, the Borrower’s and Subsidiaries’ Net Income on a
consolidated basis, plus (a) consolidated
federal, state, local and foreign income and franchise taxes paid or accrued
during such period and (b) Consolidated Interest Expense for such period, minus (or plus) equity earnings
(or losses) during such period attributable to equity investments by the
Borrower and its Subsidiaries in the capital stock or other equity interests in
any Person which is not a Subsidiary (other than Vail Resorts,
Inc.).

    


    “EDGAR” means the
electronic disclosure system for the receipt, storage, retrieval and
dissemination of public documents filed with the Securities and Exchange
Commission.

    


    “Effective Date” means
the date on which the conditions specified in Section 4.01 are satisfied (or
waived in accordance with Section 9.02).

    


    “Environmental Claims”
means all claims, investigations, litigation, administrative proceedings,
notices, requests for information, whether pending or threatened, or judgments
or orders, however asserted, by any Governmental Authority or other Person
alleging potential liability or responsibility for any violation of any
Environmental Laws, or for any Release or injury to the
environment.

    


    “Environmental Laws”
means all federal, state and local laws, statutes, common law duties, rules,
regulations, ordinances and codes, together with all administrative orders,
direct duties, requests, licenses, approvals, certificates, decrees, standards,
permits and other authorizations of, and agreements with, any Governmental
Authority, in each case relating to environmental, health, safety and land use
matters, including without limitations, chemical substances, air emissions,
effluent discharges and the storage, treatment, transport and disposal of
Hazardous Materials.

    


    “Equity Interests”
means shares of capital stock, partnership interests, membership interests in a
limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person, and any warrants, options or other rights
entitling the holder thereof to purchase or acquire any such equity
interest.

    


    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

    


    “Eurodollar”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.

    


    “Event of Default” has
the meaning set forth in Article VII.

     

     

    
 

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, or any other
recipient of any payment to be made by or on account of any obligation of the
Borrowers hereunder, (a) income or franchise taxes imposed on (or measured by)
its net income by the United States of America, or by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United States of America or
any similar tax imposed by any other jurisdiction in which any of the Borrowers
is organized or in which its principal office is located and (c) in the case of
a Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.16(b)), any withholding tax that is imposed on amounts payable
to such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such
Foreign Lender’s failure to comply with Section 2.14(e), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from the Borrowers with respect to such withholding tax pursuant to
Section 2.14(a).

    


    “Existing Credit
Agreement” means the Credit Agreement dated as of July 18, 2008 among
Ralcorp, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders
party thereto.

    


    “Federal Funds Effective
Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average (rounded upwards, if necessary, to the next 1/100
of 1%) of the quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

    


    “Financial Statements”
has the meaning set forth in Section 3.05.

    


    “Fiscal Quarter” means
one of the four three-month accounting periods comprising a Fiscal
Year.

    


    “Fiscal Year” means
the twelve-month accounting period ending September 30 of each
year.

    


    “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is organized.  For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.

    


    “GAAP” means generally
accepted accounting principles in the United States of America.

    


    “Governmental
Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

     

     

    
 

    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    “Guarantor” means each
Subsidiary of Ralcorp which is a party to the Subsidiary Guaranty.

    


    “Hazardous Materials”
means any toxic or hazardous waste, substance or chemical or any pollutant,
contaminant, chemical or other substance defined or regulated pursuant to any
Environmental Laws, including, without limitation, asbestos, petroleum or crude
oil.

    


    “Indebtedness” of a
Person means such Person’s (a) obligations for borrowed money, (b) obligations
representing the deferred purchase price of Property or services (other than
accounts payable arising in the ordinary course of such Person’s business
payable on terms customary in the trade), (c) obligations, whether or not
assumed, secured by Liens or payable out of the proceeds or production from
Property now or hereafter owned or acquired by such Person, (d) obligations
which are evidenced by notes, acceptances, or similar instruments, (e)
Capitalized Lease Obligations, (f) Contingent Obligations, (g) the face amount
of any letter of credit for which such Person is obligated, (h) obligations
under so-called “synthetic leases” and (i) repurchase obligations or liabilities
of such Person with respect to accounts or notes receivable sold by such
Person.

    


    “Indemnified Taxes”
means Taxes other than Excluded Taxes.

    


    “Initial Lender” means
any Lender as of the date hereof.

    


     “Interest Election
Request” means a request by the Borrower to convert or continue a
Borrowing in accordance with Section 2.05.

    


    “Interest Expense Coverage
Ratio” means, for any applicable computation period of the Borrower, the
ratio of EBIT to the Borrower’s Consolidated Interest Expense for such period,
all as determined in accordance with Agreement Accounting
Principles.

    


    “Interest Payment
Date” means (a) with respect to any ABR Loan, the last day of each March,
June, September and December and (b) with respect to any Eurodollar Loan, the
last day of the Interest Period applicable to the Borrowing of which such Loan
is a part and, in the case of a Eurodollar Borrowing with an Interest Period of
more than three months’ duration, each day prior to the last day of such
Interest Period that occurs at intervals of three months’ duration after the
first day of such Interest Period.

    


    “Interest Period”
means with respect to any Eurodollar Borrowing, the period commencing on the
date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter, as the Borrower
may elect; provided, that (i) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest
Period.  For purposes hereof, the date of a Borrowing initially shall
be the date on which such Borrowing is made and thereafter shall be the
effective date of the most recent conversion or continuation of such
Borrowing.

     

     

    
 

    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    “Investment” of a
Person means any loan, advance (other than commission, travel and similar
advances to officers and employees made in the ordinary course of business),
extension of credit (other than accounts receivable arising in the ordinary
course of business on terms customary in the trade), deposit account or
contribution of capital by such Person to any other Person or any investment in,
or purchase or other acquisition of, the stock, partnership interests, notes,
debentures or other securities of any other Person made by such
Person.

    


    “KFG” means Kraft
Foods Global, Inc., a Delaware corporation.

    


    “Lead Arrangers”
means, collectively, J.P. Morgan Securities Inc. and Banc of America
LLC.

    


     “Lenders” means the
Persons listed on Schedule 2.01 and any other Person that shall have become a
party hereto pursuant to an Assignment and Assumption, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and
Assumption.

    


    “Leverage Ratio”
means, with respect to the Borrower on a consolidated basis with its
Subsidiaries, at the end of any Fiscal Quarter, the ratio of (a) Total Debt at
the end of such Fiscal Quarter to (b) Adjusted EBITDA for the four Fiscal
Quarters then ending.

    


    “LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, the rate
appearing on Page 3750 of the Dow Jones Market Service (or on any successor or
substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period.  In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” with
respect to such Eurodollar Borrowing for such Interest Period shall be the rate
at which dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

    


    “Lien” means any
security interest, lien (statutory or other), mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or lessor under any
conditional sale, Capitalized Lease or other title retention
agreement).

     

     

    
 

    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    “Loan Documents” means
this Agreement, the Subsidiary Guaranty, the Pledge Agreement, the Affirmations
and the other documents and agreements contemplated hereby and executed by the
Borrower and/or the Guarantors in favor of the Administrative Agent or any
Lender.

    


    “Loans” means the term
loans made by the Lenders to the Borrower pursuant to this
Agreement.

    


    “Margin Stock” has the
meaning assigned to that term under Regulation U.

    


    “Material Adverse
Effect” means a material adverse effect on (a) the business, assets,
Property, condition (financial or other) or prospects of the
Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower
and the Guarantors to perform their obligations under the Loan Documents, or (c)
the validity or enforceability of any of the Loan Documents or the rights or
remedies of the Administrative Agent or the Lenders thereunder.

    


    “Material Foreign
Subsidiary” means a Subsidiary of the Borrower organized under the laws
of a jurisdiction located outside the United States and at any time having
assets with a fair market value in excess of $10,000,000.

    


    “Material
Indebtedness” means Indebtedness (other than the Loans) or obligations in
respect of one or more Swap Agreements, of any one or more of the Borrower and
its Subsidiaries in an aggregate principal amount exceeding
$35,000,000.  For purposes of determining Material Indebtedness, the
“principal amount” of the obligations of the Borrower or any Subsidiary in
respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Swap Agreement were terminated at such
time.

    


    “Material Subsidiary”
means a Subsidiary of the Borrower organized under the laws of a jurisdiction
located within the United States and at any time having assets with a fair
market value in excess of $10,000,000; provided, however, that any
special purpose Subsidiary established for the purpose of entering into the
Accounts Receivable Financing Program shall not be a Material
Subsidiary.

    


    “Maturity Date” means
the earliest of (a) if any of the transactions constituting the Acquisition
(including without limitation the contribution by KFG of the Business to Newco
as contemplated by the Acquisition Agreement, the assumption by Splitco of KFG’s
obligations hereunder, the merger of Splitco with and into Merger Sub and the
merger of Merger Sub with and into Ralcorp) are not fully consummated as of the
Effective Date, the Effective Date, (b) if as of such date the Call Circumstance
shall exist, August 3, 2009 or (c) August 2, 2013.

    


    “Maximum Rate” has the
meaning set forth in Section 9.13.

    


    “Merger Sub” means
Ralcorp Mailman LLC, a Delaware limited liability company.

    


    “Merger Sub
Affirmation” means an Affirmation and Assumption Agreement dated as of
the date hereof in substantially the form of Exhibit C hereto pursuant to which
Merger Sub assumes, effective as of the consummation of the merger of Splitco
with and into Merger Sub, the obligations of Splitco hereunder (which
obligations of Splitco are neither guaranteed nor supported by KFG or Kraft
Foods Inc.) and affirms its status as the “Borrower” hereunder.

     

     

    
 

    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    “Moody’s” means
Moody’s Investors Service, Inc.

    


    “Multiemployer Plan”
means an employee pension benefit plan, as defined in Section 3(2) of ERISA,
maintained pursuant to a collective bargaining agreement or any other
arrangement to which the Borrower or any member of the Controlled Group is a
party to which more than one employer outside of the Controlled Group is
obligated to make contributions.

    


    “Net Debt” means (a)
Total Debt, plus (b) the
aggregate principal amount of all Indebtedness of any special purpose Subsidiary
of the Borrower formed in connection with the sale of accounts receivable or
other forms of off-balance sheet financing, minus (c) the amount
of domestic cash held by the Borrower and the Guarantors in excess of
$10,000,000.

    


    “Net Income” means,
for any computation period, with respect to the Borrower on a consolidated basis
with its Subsidiaries (other than any Subsidiary which is restricted from
declaring or paying dividends or otherwise advancing funds to its parent whether
by contract or otherwise), cumulative net income earned during such period as
determined in accordance with Agreement Accounting Principles, but (i) excluding
any non-cash charges (except any non-cash charges that require accrual of a
reserve for anticipated future cash payments) or non-cash gains (except any
non-cash gains resulting in the Borrower’s accrual of a receivable which will
result in a cash in-flow at a later date), which charges or gains are unusual,
non-recurring or extraordinary, (ii) excluding any non-cash stock based
incentive-related expenses and (iii) including, to the extent not otherwise
included in the determination of Net Income, all cash dividends and cash
distributions received by the Borrower or any Subsidiary from any Person in
which the Borrower or such Subsidiary has made an Investment pursuant to Section
6.06(j).

    


    “Net Leverage Ratio”
means, with respect to the Borrower on a consolidated basis with its
Subsidiaries, at the end of any Fiscal Quarter, the ratio of (a) Net Debt at the
end of such Fiscal Quarter to (b) Adjusted EBITDA for the four Fiscal Quarters
then ending.

    


    “Newco” means Post
Foods, LLC (formerly known as Cable Newco LLC), a Delaware limited liability
company and a wholly-owned subsidiary of Splitco.

    


    “Obligations” means
all unpaid principal of and accrued and unpaid interest on the Loans and all
other liabilities (if any), whether actual or contingent, of the Borrower with
respect to all accrued and unpaid fees and all expenses, reimbursements,
indemnities and other obligations of the Borrower to the Lenders or to any
Lender, the Administrative Agent or any indemnified party hereunder arising
under any of the Loan Documents.

    


    “Other Taxes” means
any and all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement.

     

     

    
 

    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    “Participant” has the
meaning set forth in Section 9.04(c).

    


    “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

    


    “Permitted Purchase”
means an acquisition permitted by Section 6.06(m).

    


    “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

    


    “Plan” means an
employee pension benefit plan, as defined in Section 3(2) of ERISA, as to which
the Borrower or any member of the Controlled Group may have any
liability.

    


    “Pledge Agreement”
means (a) the Pledge Agreement dated as of July 18, 2008 made by the Borrower
and the other pledgors party thereto in favor of the Pledgee and (b) any other
pledge or security agreement entered into by the Borrower or a Subsidiary in
favor of the Administrative Agent for the benefit of the Lenders pursuant to
Section 5.12, in each case as the same may be amended, restated, amended and
restated, modified or supplemented from time to time.

    


    “Pledged Subsidiary”
means a Material Foreign Subsidiary of the Borrower, the Equity Interests of
which have been pledged in favor of the Pledgee pursuant to the Pledge
Agreement.

    


    “Pledgee” means
JPMorgan Chase Bank, N.A., as collateral agent for the benefit of the
Administrative Agent and the other Secured Creditors and its successors and
assigns in such capacity.

    


    “Property” of a Person
means any and all property, whether real, personal, tangible, intangible, or
mixed, of such Person, or other assets owned, leased or operated by such
Person.

    


    “Prime Rate” means the
rate of interest per annum publicly announced from time to time by JPMorgan
Chase Bank, N.A. as its prime rate in effect at its office located at 270 Park
Avenue, New York, New York; each change in the Prime Rate shall be effective
from and including the date such change is publicly announced as being
effective.

    


    “Purchase” means any
transaction, or any series of related transactions, consummated on or after the
date of this Agreement, by which the Borrower or any of its Subsidiaries (a)
acquires any ongoing business or all or substantially all of the assets of any
firm, corporation or division or line of business thereof, whether through
purchase of assets, merger or otherwise, or (b) directly or indirectly acquires
(in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage or voting power) of the outstanding
partnership interests of a partnership.

     

     

    
 

    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    “Ralcorp” means
Ralcorp Holdings, Inc., a Missouri corporation.

    


    “Ralcorp Affirmation”
means an Affirmation and Assumption Agreement dated as of the date hereof in
substantially the form of Exhibit D hereto pursuant to which Ralcorp assumes,
effective as of the consummation of the merger of Merger Sub with and into
Ralcorp, the obligations of Merger Sub hereunder and affirms its status as the
“Borrower” hereunder.

    


    “Ralston Obligations”
means the indemnification obligations of the Borrower existing on the date
hereof in favor of Ralston Purina Company with respect to its guaranty of the
obligations of Ralston Resorts, Inc. under the Sports Facilities Refunding
Revenue Bonds identified on Schedule 3.08.

    


    “Regulation T” means
Regulation T of the Board of Governors of the Federal Reserve System as from
time to time in effect and shall include any successor or other regulation or
official interpretation of such Board of Governors relating to the extension of
credit by securities brokers and dealers for the purpose of purchasing or
carrying margin stocks applicable to such Persons.

    


    “Regulation U” means
Regulation U of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor or other regulation or official
interpretation of said Board of Governors relating to the extension of credit by
banks for the purpose of purchasing or carrying margin stocks applicable to such
Persons.

    


    “Regulation X” means
Regulation X of the Board of Governors of the Federal Reserve System as from
time to time in effect and shall include any successor or other regulation or
official interpretation of said Board of Governors relating to the extension of
credit by the specified lenders for the purpose of purchasing or carrying margin
stocks applicable to such Persons.

    


    “Register” has the
meaning set forth in Section 9.04.

    


    “Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.

    


    “Release” is defined
in the Comprehensive Environmental Response, Compensation and Liability Act, as
amended, 42 U.S.C. 39601 et seq.

    


    “Reportable Event”
means a reportable event as defined in Section 4043 of ERISA and the regulations
issued under such section, with respect to a Plan, excluding, however, such
events as to which the PBGC has by regulation waived the requirement of Section
4043(a) of ERISA that it be notified within 30 days of the occurrence of such
event; provided, that a
failure to meet the minimum funding standard of Section 412 of the Code and of
Section 302 of ERISA shall be a Reportable Event regardless of the issuance of
any such waiver of the notice requirement in accordance with either Section
4043(a) of ERISA or Section 412(d) of the Code.

     

     

    
 

    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    “Required Lenders”
means, at any time, Lenders having outstanding Loans representing more than 50%
of the sum of the total principal amount of outstanding Loans at such
time.

    


    “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
Property) with respect to any Equity Interests in the Borrower or any
Subsidiary, or any payment (whether in cash, securities or other Property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
Equity Interests in the Borrower or any Subsidiary or any option, warrant or
other right to acquire any such Equity Interests in the Borrower or any
Subsidiary.

    


    “S&P” means
Standard & Poor’s.

    


    “Sale and Leaseback
Transaction” means any sale or other transfer of Property by any Person
with the intent to lease such Property as lessee.

    


    “Secured Creditors”
has the meaning assigned to that term in the Pledge Agreement.

    


    “Senior Notes” has the
meaning assigned to that term in the Pledge Agreement.

    


    “Single Employer Plan”
means a Plan subject to Title IV of ERISA maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group, other than a Multiemployer Plan.

    


    “Solvent” means, when
used with respect to a Person, that (a) the fair saleable value of the assets of
such Person is in excess of the total amount of the present value of its
liabilities (including for purposes of this definition all liabilities
(including loss reserves as determined by such Person), whether or not reflected
on a balance sheet prepared in accordance with Agreement Accounting Principles
and whether direct or indirect, fixed or contingent, secured or unsecured,
disputed or undisputed), (b) such Person is able to pay its debts or obligations
in the ordinary course as they mature and (c) such Person does not have
unreasonably small capital to carry out its business as conducted and as
proposed to be conducted.  “Solvency” shall have a correlative
meaning.

    


    “Splitco” means Cable
Holdco, Inc., a Delaware corporation.

    


    “Splitco Contribution
Agreement” means that certain Splitco Contribution Agreement dated as of
the date hereof between KFG and Splitco pursuant to which, among other things,
Splitco assumes the obligations of KFG hereunder.

    


     “Splitco Notes” means
the senior notes in the aggregate principal amount of approximately $662,200,000
(subject to adjustment as provided in the Acquisition Agreement) to be issued by
Cable Holdco, Inc. on the date of this Agreement as to which Ralcorp shall
subsequently become the primary obligor.

     

     

    
 

    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    “Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by the
Board to which the Administrative Agent is subject (a) with respect to the Base
CD Rate, for new negotiable nonpersonal time deposits in dollars of over
$100,000 with maturities approximately equal to three months and (b) with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such
reserve percentages shall include those imposed pursuant to such Regulation
D.  Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable
regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

    


    “Subordinated
Indebtedness” of a Person means any Indebtedness of such Person the
payment of which is subordinated to payment of the Obligations to the written
satisfaction of the Administrative Agent.

    


    “subsidiary” means,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50%
of the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent.

    


    “Subsidiary” means any
subsidiary of the Borrower.

    


    “Subsidiary Guaranty”
means that certain Subsidiary Guaranty, dated as of the date hereof and
effective as of the time Merger Sub becomes the “Borrower” hereunder, duly
executed and delivered by the Guarantors in favor of the Administrative Agent,
on behalf of the Lenders, as the same may be amended, supplemented or otherwise
modified from time to time.  The initial Guarantors are set forth on
Schedule 3.01.

    


    “Substantial Portion”
means, with respect to the Property of the Borrower and its Subsidiaries,
Property which (a) represents more than 15% of the consolidated tangible assets
of the Borrower and its Subsidiaries, as would be shown in the consolidated
financial statements of the Borrower and its Subsidiaries as at the end of the
Fiscal Quarter next preceding the date on which such determination is made, or
(b) is responsible for more than 10% of the consolidated Net Income from
continuing operations of the Borrower and its Subsidiaries for the 12-month
period ending as of the end of the Fiscal Quarter next preceding the date of
determination.

     

     

    
 

    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

     

     

     

     

     

    
 

    “Swap Agreement” means
any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference
to, one or more rates, currencies, commodities, equity or debt instruments or
securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no
phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
the Borrower or the Subsidiaries shall be a Swap Agreement.

    


    “Taxes” means any and
all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

    


    “Termination Event”
means, with respect to a Plan which is subject to Title IV of ERISA, (a) a
Reportable Event, (b) the withdrawal of the Borrower or any other member of the
Controlled Group from such Plan during a plan year in which the Borrower or any
other member of the Controlled Group was a “substantial employer” as defined in
Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f) of ERISA,
(c) the termination of such Plan, the filing of a notice of intent to terminate
such Plan or the treatment of an amendment of such Plan as a termination under
Section 4041 of ERISA, (d) the institution by the PBGC of proceedings to
terminate such Plan or (e) any event or condition which might constitute grounds
under Section 4042 of ERISA for the termination of, or appointment of a trustee
to administer, such Plan.

    


    “Thomson” means
Thomson BankWatch Inc.

    


    “Three Month Secondary CD
Rate” means, for any day, the secondary market rate for three month
certificates of deposit reported as being in effect on such day (or, if such day
is not a Business Day, the next preceding Business Day) by the Board through the
public information telephone line of the Federal Reserve Bank of New York (which
rate will, under the current practices of the Board, be published in Federal
Reserve Statistical Release H.15(519) during the week following such day) or, if
such rate is not so reported on such day or such next preceding Business Day,
the average of the secondary market quotations for three month certificates of
deposit of major money center banks in New York City received at approximately
10:00 a.m., New York City time, on such day (or, if such day is not a Business
Day, on the next preceding Business Day) by the Administrative Agent from three
negotiable certificate of deposit dealers of recognized standing selected by
it.

    


    “Total Debt” means (a)
all Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis,
reflected on a balance sheet prepared in accordance with Agreement Accounting
Principles, plus, without
duplication (b) the face amount of all outstanding letters of credit in respect
of which the Borrower or any Subsidiary has any reimbursement obligation and the
principal amount of all Contingent Obligations of the Borrower and its
Subsidiaries, minus (c) to the
extent included in clause (b) above, the Ralston Obligations.

    


    “Transactions” means
the execution, delivery and performance by the Borrower of this Agreement, the
borrowing of Loans and the use of the proceeds thereof.

     

     

    
 

    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference
to the Adjusted LIBO Rate or the Alternate Base Rate.

    


    “Unfunded Liability”
means the amount (if any) by which a Single Employer Plan’s actuarial accrued
liability exceeds its actuarial asset value, as determined by the then most
recent valuation for such plan used to determine the measures of funded status
required to be reported to the Internal Revenue Service.

    


    “Wholly-Owned
Subsidiary” of a Person means (a) any subsidiary all of the outstanding
voting securities of which shall at the time be owned or controlled, directly or
indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such
Person, or by such Person and one or more Wholly-Owned Subsidiaries of such
Person, or (b) any partnership, limited liability company, association, joint
venture or similar business organization 100% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled
(other than in the case of foreign Subsidiaries, director’s qualifying shares
and/or other nominal amounts of shares required to be held by Persons other than
the Borrower and its Subsidiaries under applicable law).

    


    SECTION
1.02.  Classification of Loans and
Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Type (e.g., a “Eurodollar
Loan”).  Borrowings also may be classified and referred to by Type
(e.g., a
“Eurodollar Borrowing”).

    


    SECTION
1.03.  Terms
Generally.  The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be construed to have the same
meaning and effect as the word “shall”.  Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, amended and restated,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person’s successors and
assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the word
“asset” shall be construed to have the same meaning as “Property”.

    


    SECTION
1.04.  Accounting
Terms.  Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance with
Agreement Accounting Principles.

     

     

    
 

    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    ARTICLE
II

    


    The
Credits

    


    SECTION
2.01.  Commitments.  Subject
to the terms and conditions set forth herein, each Lender agrees to make a Loan
to the Borrower on the date of the initial Borrowing in a principal amount that
will not result in (a) such Lender’s Loan exceeding such Lender’s Commitment or
(b) the sum of the Loans exceeding the total Commitments.  No amount
of the Loan which is repaid or prepaid by the Borrower may be reborrowed
hereunder.

    


    SECTION
2.02.  Loans
and Borrowings. (a) Each Loan shall be made as part of a Borrowing
consisting of Loans of the same Type made by the Lenders ratably in accordance
with their respective Commitments.  The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender’s failure to make Loans as required.

    


    (b)           Subject
to Section 2.11, each Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Borrower may request in accordance
herewith.  Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower
to repay such Loan in accordance with the terms of this Agreement.

    


    (c)           At
the commencement of each Interest Period for any Eurodollar Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $5,000,000.  At the time that each ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than
$5,000,000.  Borrowings of more than one Type may be outstanding at
the same time; provided that there shall not at any time be more than a total of
eight Eurodollar Borrowings outstanding.

    


    (d)           Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity
Date.

    


    SECTION
2.03.  Requests for
Borrowings.  To request a Borrowing, the Borrower shall notify
the Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three
Business Days before the date of the proposed Borrowing or (b) in the case of an
ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the
proposed Borrowing.  Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower.  Each such telephonic
and written Borrowing Request shall specify the following information in
compliance with Section 2.02:

    


    (i)          
 the aggregate amount of the requested Borrowing;

     

     

    
 

    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (ii)           the
date of such Borrowing, which shall be the Effective Date;

    


    (iii)          whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

    


    (iv)          in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and

    


    (v)           the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section
2.04.

    


    If no
election as to the Type of such Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing.  If no Interest Period is
specified with respect to any such requested Eurodollar Borrowing, then the
Borrower shall be deemed to have selected an Interest Period of one month’s
duration.  Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender’s Loan to be made as
part of the requested Borrowing.

    


    SECTION
2.04.  Funding of
Borrowings.  (a) Each Lender shall make the Loan to be made by
it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 7:00 a.m., New York City time (or, in the case of Bank of
America, N.A., as soon as practicable thereafter), to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders.  The Administrative Agent will make such Loans
available to the Borrower on such date by 7:30 a.m., New York City time (or as
soon as practicable thereafter) by promptly crediting the amounts so received,
in like funds, to an account of the Borrower maintained with the Administrative
Agent in Chicago and designated by the Borrower in the applicable Borrowing
Request.

    


    (b)           Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Loans.  If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing.

    


    SECTION
2.05.  Interest
Elections.  (a) Each Borrowing initially shall be of the Type
specified in the applicable Borrowing Request.  Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section.  The Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.

     

     

    
 

    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (b)           To
make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were requesting a
Borrowing of the Type resulting from such election to be made on the effective
date of such election.  Each such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in a
form approved by the Administrative Agent and signed by the
Borrower.

    


    (c)           Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:

    


    (i)         
  the Borrowing to which such Interest Election Request applies and,
if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to clauses (iii) and (iv)
below shall be specified for each resulting Borrowing);

    


    (ii)           the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;

    


    (iii)          whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
and

    


    (iv)          if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.

    


    If any
such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration.

    


    (d)           Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of
each resulting Borrowing.

    


    (e)           If
the Borrower fails to deliver a timely Interest Election Request with respect to
a Eurodollar Borrowing prior to the end of the Interest Period applicable
thereto, then, unless such Borrowing is repaid as provided herein, at the end of
such Interest Period such Borrowing shall be converted to an ABR
Borrowing.  Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Borrowing may be converted to
or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

     

     

    
 

    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
2.06.  Termination of
Commitments.  Unless previously terminated, the initial
Commitments shall terminate upon the making of the Loans on the Effective
Date.

    


    SECTION
2.07.  Repayment of Loans; Evidence
of Debt.  (a) The Borrower hereby unconditionally promises to
pay to the Administrative Agent for the account of each applicable Lender the
unpaid principal amount of its Loan on each date set forth below in the
aggregate principal amount indicated:

    


    (i)           on
the last Business Day of each calendar quarter ending after the calendar quarter
in which the Effective Date occurs to and including the twelfth such calendar
quarter, the Borrower shall make an aggregate payment equal to 1.25% of the
initial aggregate principal amount of the Loans;

    


    (ii)          on
the last Business Day of each of the thirteenth through sixteenth calendar
quarters next following the calendar quarter in which the Effective Date occurs,
the Borrower shall make an aggregate payment equal to 2.5% of the initial
aggregate principal amount of the Loans;

    


    (iii)         on
the last Business Day of each of the seventeenth through twentieth calendar
quarters next following the calendar quarter in which the Effective Date occurs,
the Borrower shall make an aggregate payment equal to 18.75% of the initial
aggregate principal amount of the Loans; and

    


    (iv)         on
the Maturity Date, the Borrower shall pay the entire remaining unpaid principal
amount of the Loans.

    


    (b)           Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time
hereunder.

    


    (c)           The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Type thereof and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder for
the account of the Lenders and each Lender’s share thereof.

    


    (d)           The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

     

     

    
 

    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (e)           Any
Lender may request that Loans made by it be evidenced by a promissory
note.  In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent.  Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

    


    SECTION
2.08.  Prepayment of
Loans.  (a) The Borrower shall have the right at any time and
from time to time to prepay any Borrowing in whole or in part, subject to prior
notice in accordance with paragraph (b) of this Section.  Optional
prepayments of the Loan shall be applied to the principal installments thereon
due pursuant to Section 2.07 in inverse order of maturity.

    


    (b)           The
Borrower shall notify the Administrative Agent by telephone (confirmed by
telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three
Business Days before the date of prepayment, or (ii) in the case of prepayment
of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date
of prepayment.  Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid.  Promptly following receipt of any such
notice relating to a Borrowing, the Administrative Agent shall advise the
Lenders of the contents thereof.  Each partial prepayment of any
Borrowing shall be in an amount that would be permitted in the case of an
advance of a Borrowing of the same Type as provided in Section
2.02.  Each prepayment of a Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing.  Prepayments shall be
accompanied by accrued interest to the extent required by Section
2.10.

    


    SECTION
2.09.  Fees.  (a)
The Borrower agrees to pay to the Administrative Agent, for its own account,
fees payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.

    


    (b)           All
fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution.  Fees paid shall
not be refundable under any circumstances.

    


    SECTION
2.10.  Interest.  (a)
The Loans comprising each ABR Borrowing shall bear interest at the Alternate
Base Rate plus the Applicable Rate.

    


    (b)           The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate.

    


    (c)           Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other
amount payable by the Borrower hereunder is not paid when due, whether at stated
maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum equal to (i) in
the case of overdue principal of any Loan, 2% plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section or (ii) in
the case of any other amount, 2% plus the rate applicable to ABR Loans as
provided in paragraph (a) of this Section.

     

     

    
 

    
      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (d)           Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan; provided that (i)
interest accrued pursuant to paragraph (c) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan, accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion.

    


    (e)           All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).  The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

    


    SECTION
2.11.  Alternate Rate of
Interest.  If prior to the commencement of any Interest Period
for a Eurodollar Borrowing:

    


    (a)           the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate for such Interest Period; or

    


    (b)           the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate for such Interest Period will not adequately and fairly reflect the cost to
such Lenders (or Lender) of making or maintaining their Loans (or its Loan)
included in such Borrowing for such Interest Period;

    


    then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

    


    SECTION
2.12.  Increased
Costs.  (a) If any Change in Law shall:

    


    (i)        
   impose, modify or deem applicable any reserve, special deposit
or similar requirement against assets of, deposits with or for the account of,
or credit extended by, any Lender (except any such reserve requirement reflected
in the Adjusted LIBO Rate); or

     

     

    
 

    
      
        
           


        

        
          23

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (ii)           impose
on any Lender or the London interbank market any other condition affecting this
Agreement or Eurodollar Loans made by such Lender;

    


    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to
make any such Loan) or to reduce the amount of any sum received or receivable by
such Lender hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction
suffered.

    


    (b)           If
any Lender determines that any Change in Law regarding capital requirements has
or would have the effect of reducing the rate of return on such Lender’s capital
or on the capital of such Lender’s holding company, if any, as a consequence of
this Agreement or the Loans made by such Lender to a level below that which such
Lender or such Lender’s holding company could have achieved but for such Change
in Law (taking into consideration such Lender’s policies and the policies of
such Lender’s holding company with respect to capital adequacy), then from time
to time the Borrower will pay to such Lender such additional amount or amounts
as will compensate such Lender or such Lender’s holding company for any such
reduction suffered.

    


    (c)           A
certificate of a Lender setting forth the amount or amounts necessary to
compensate such Lender or its holding company, as the case may be, as specified
in paragraph (a) or (b) of this Section shall be delivered to the Borrower and
shall be conclusive absent manifest error.  The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

    


    (d)           Failure
or delay on the part of any Lender to demand compensation pursuant to this
Section shall not constitute a waiver of such Lender’s right to demand such
compensation; provided that the
Borrower shall not be required to compensate a Lender pursuant to this Section
for any increased costs or reductions incurred more than 270 days prior to the
date that such Lender notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender’s intention to claim
compensation therefor; provided further that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the 270-day period referred to above shall be extended to include the
period of retroactive effect thereof.

    


    SECTION
2.13.  Break
Funding Payments.  In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Eurodollar Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.08(b) and is revoked in accordance therewith) or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.16, then,
in any such event, the Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event.  In the case of a Eurodollar
Loan, such loss, cost or expense to any Lender shall be deemed to include an
amount determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the eurodollar
market.  A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

     

     

    
 

    
      
        
           


        

        
          24

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
2.14.  Taxes.  (a)
Any and all payments by or on account of any obligation of the Borrower
hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or Lender
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

    


    (b)           In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

    


    (c)           The
Borrower shall indemnify the Administrative Agent and each Lender within 10 days
after written demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes paid by the Administrative Agent or such Lender, as the case may be,
on or with respect to any payment by or on account of any obligation of the
Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error.

    


    (d)           As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

    


    (e)           Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate.

     

     

    
 

    
      
        
           


        

        
          25

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (f)           If
the Administrative Agent or a Lender determines, in its sole discretion, that it
has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 2.14, it shall pay over such refund
to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.14 with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided, that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender in the event
the Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority. This Section shall not be construed to require the
Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its taxes which it deems confidential) to the
Borrower or any other Person.

    


    SECTION
2.15.  Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.  (a) The Borrower shall
make each payment required to be made by it hereunder (whether of principal,
interest, fees or of amounts payable under Section 2.12, 2.13 or 2.14, or
otherwise) prior to 12:00 noon, New York City time, on the date when due, in
immediately available funds, without set off or counterclaim.  Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such
payments shall be made to the Administrative Agent at its offices at 270 Park
Avenue, New York, New York.  The Administrative Agent shall distribute
any such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof.  If any
payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension.  All payments hereunder shall be made in
dollars.

    


    (b)           If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, interest and fees
then due hereunder, such funds shall be applied (i) first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees then due to such parties,
and (ii) second, towards payment of principal then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal then
due to such parties.

    


    (c)           If
any Lender shall, by exercising any right of set off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Loan resulting in such Lender receiving payment of a greater proportion of
the aggregate amount of its Loan and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the Loans
of other Lenders to the extent necessary so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Loan; provided that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans to any assignee
or participant, other than to the Borrower or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall
apply).  The Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

     

     

    
 

    
      
        
           


        

        
          26

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (d)           Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders or hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due.  In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

    


    (e)           If
any Lender shall fail to make any payment required to be made by it pursuant to
2.07(b), 2.18(d) or 9.03(c), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for the account of such Lender
to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid.

    


    SECTION
2.16.  Mitigation Obligations;
Replacement of Lenders.  (a) If any Lender requests
compensation under Section 2.12, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 2.14, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.12 or 2.14, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender.  The Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.

     

     

    
 

    
      
        
           


        

        
          27

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (b)           If
any Lender requests compensation under Section 2.12, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.14, or if any
Lender defaults in its obligation to fund Loans hereunder, then the Borrower
may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.12 or payments required to be made pursuant to
Section 2.14, such assignment will result in a reduction in such compensation or
payments.  A Lender shall not be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

    


    ARTICLE
III


    


    Representations and
Warranties

    


    The
Borrower (or, (x) in the case of Section 3.03(b)(i), solely Ralcorp and (y) in
the case of Section 3.03(b)(ii), solely KFG) represents and warrants to the
Administrative Agent and the Lenders that:

    


    SECTION
3.01.  Corporate Existence and
Standing.  The Borrower and, effective as of the time Merger
Sub becomes the “Borrower” hereunder, each Material Subsidiary, is each a
corporation duly incorporated, validly existing and in good standing under the
laws of its respective jurisdiction of incorporation and is duly qualified and
in good standing as a foreign corporation and is duly authorized to conduct its
business in each jurisdiction in which its business is conducted or proposed to
be conducted except where the failure to be so qualified or authorized could not
reasonably be expected to have a Material Adverse Effect.

    


    SECTION
3.02.  Authorization and
Validity.  The Borrower and, effective as of the time Merger
Sub becomes the “Borrower” hereunder, each Guarantor, have all requisite power
and authority (corporate and otherwise) and legal right to execute and deliver
(or file, as the case may be) each of the Loan Documents to which it is a party
and to perform its obligations thereunder.  The execution and delivery
(or filing, as the case may be) by the Borrower and, effective as of the time
Merger Sub becomes the “Borrower” hereunder, each Guarantor, of the Loan
Documents to which it is a party and the performance of their respective
obligations thereunder have been duly authorized by proper corporate proceedings
and the Loan Documents constitute legal, valid and binding obligations of the
Borrower or, effective as of the time Merger Sub becomes the “Borrower”
hereunder, such Guarantor, as applicable, enforceable against the Borrower or,
effective as of the time Merger Sub becomes the “Borrower” hereunder, such
Guarantor, in accordance with their terms, except as enforceability may be
limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally or by general principles of equity.

     

     

    
 

    
      
        
           


        

        
          28

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
3.03.  Compliance with Laws and
Contracts.  The Borrower and its Subsidiaries have complied
with all applicable statutes, rules, regulations, orders and restrictions of any
domestic or foreign government or any instrumentality or agency thereof, having
jurisdiction over the conduct of their respective businesses or the ownership of
their respective Properties, except where the failure to so comply could not
reasonably be expected to have a Material Adverse Effect.  Neither the
execution and delivery by the Borrower or any Guarantor of the Loan Documents to
which it is a party, the application of the proceeds of the Loans, the
consummation of any transaction contemplated in the Loan Documents, nor
compliance with the provisions of the Loan Documents will, or at the relevant
time did, (a) violate any law, rule, regulation (including Regulation T,
Regulation U and Regulation X), order, writ, judgment, injunction, decree or
award binding on the Borrower or any Subsidiary or the Borrower’s or any
Subsidiary’s charter, articles or certificate of incorporation or by-laws,
(b)(i) violate the provisions of or require the approval or consent of any party
to any indenture, instrument or agreement to which Ralcorp or any Subsidiary is
a party or is subject, or by which it, or its Property, is bound, or conflict
with or constitute a default thereunder, or result in the creation or imposition
of any Lien (other than Liens permitted by, the Loan Documents) in, of or on the
Property of Ralcorp or any Subsidiary pursuant to the terms of any such
indenture, instrument or agreement or (ii) violate the provisions of or require
the approval or consent of any party to any material indenture, instrument or
agreement, in each case relating to Indebtedness, to which Kraft Foods Inc., KFG
or any Subsidiary is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or result in the
creation or imposition of any Lien (other than Liens permitted by, the Loan
Documents) in, of or on the Property of Kraft Foods Inc., KFG or any Subsidiary
pursuant to the terms of any such material indenture, instrument or agreement,
or (c) require any consent of the stockholders of any Person.

    


    SECTION
3.04.  Governmental
Consents.  No order, consent, approval, qualification, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, or other action in respect of, Governmental Authority, or any
subdivision thereof, any securities exchange or other Person is or at the
relevant time was required to authorize, or is or at the relevant time was
required in connection with the execution, delivery, consummation or performance
of, or the legality, validity, binding effect or enforceability of, any of the
Loan Documents, the application of the proceeds of the Loans or any other
transaction contemplated in the Loan Documents.

    


    SECTION
3.05.  Financial
Statements.  Ralcorp has heretofore furnished to each of the
Lenders the audited consolidated financial statements of Ralcorp and its
Subsidiaries as of and for the fiscal year ended September 30, 2007 and the
unaudited consolidated financial statements of Ralcorp and its Subsidiaries as
of and for the fiscal quarters ended December 31, 2007 and March 31, 2008
(collectively, the “Financial
Statements”).  Each of the Financial Statements was prepared in
accordance with Agreement Accounting Principles and fairly presents the
consolidated financial condition and operations of Ralcorp and its Subsidiaries
at such dates and the consolidated results of their operations for the
respective periods then ended (except, in the case of such unaudited statements,
for normal year-end audit adjustments).

     

     

    
 

    
      
        
           


        

        
          29

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
3.06.  Material Adverse
Change.  Since September 30, 2007, there has been no change
from that reflected in the Financial Statements, in the business, Property,
condition (financial or otherwise) or results of operations of Ralcorp and its
Subsidiaries taken
as a whole which could reasonably be expected to have a Material Adverse
Effect.

    


    SECTION
3.07.  Taxes.  The
Borrower and its Subsidiaries have filed or caused to be filed in correct form
all United States federal and applicable foreign, state and local tax returns
and all other material tax returns which are required to be filed and have paid
all taxes due pursuant to said returns or pursuant to any assessment received by
the Borrower or any Subsidiary, except such taxes, if any, as are being
contested in good faith and as to which adequate reserves have been provided in
accordance with Agreement Accounting Principles and as to which no Lien
exists.  No tax liens have been filed and no claims are being asserted
with respect to any such taxes which could reasonably be expected to have a
Material Adverse Effect.  The charges, accruals and reserves on the
books of the Borrower and its Subsidiaries in respect of any taxes or other
governmental charges are in accordance with Agreement Accounting
Principles.

    


    SECTION
3.08.  Litigation and Contingent
Obligations.  There is no litigation, arbitration, proceeding,
inquiry or governmental investigation (including, without limitation, by the
Federal Trade Commission) pending or, to the knowledge of any of their officers,
threatened against or affecting the Borrower or any Subsidiary or any of their
respective Properties which could reasonably be expected to have a Material
Adverse Effect or to prevent, enjoin or unduly delay the making of the Loans
under this Agreement.  Neither the Borrower nor any Subsidiary has any
material Contingent Obligations except as set forth on Schedule
3.08.

    


    SECTION
3.09.  Subsidiaries and
Capitalization.  Schedule 3.09 hereto contains an accurate list
of all of the existing subsidiaries of Ralcorp as of the date of this Agreement
giving effect to the Acquisition, setting forth their respective jurisdictions
of incorporation and the percentage of their capital stock owned by the Borrower
or other Subsidiaries.  All of the issued and outstanding shares of
capital stock of each subsidiary have been duly authorized and validly issued,
are fully paid and non-assessable, and are free and clear of all Liens, other
than the Liens created by the Loan Documents.  No authorized but
unissued or treasury shares of capital stock of the Borrower or any Subsidiary
are subject to any option, warrant, right to call or commitment of any kind or
character.  Except as set forth on Schedule 3.09, neither the Borrower
nor any Subsidiary has any outstanding stock or securities convertible into or
exchangeable for any shares of its capital stock, or any right issued to any
Person (either preemptive or other) to subscribe for or to purchase, or any
options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to any of its capital stock or any stock or securities
convertible into or exchangeable for any of its capital stock other than as
expressly set forth in the certificate or articles of incorporation of the
Borrower or such Subsidiary.  Neither the Borrower nor any Subsidiary
is subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any shares of its capital stock or any convertible
securities, rights or options of the type described in the preceding sentence
except as otherwise set forth on Schedule 3.09.  Except as set forth
on Schedule 3.09, as of the date hereof the Borrower does not own or hold,
directly or indirectly, any capital stock or equity security of, or any equity
or partnership interest in any Person other than such Subsidiaries and Vail
Resorts, Inc.

     

     

    
 

    
      
        
           


        

        
          30

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
3.10.  ERISA.  Each
of the Borrower and each member of the Controlled Group has fulfilled its
obligations under the minimum funding standards of ERISA and the Code with
respect to each Plan.  Neither the Borrower nor any other member of
the Controlled Group has incurred, or is reasonably expected to incur, any
withdrawal liability to any Multiemployer Plan which could reasonably be
expected to have a Material Adverse Effect.  Each Plan complies in all
respects with all applicable requirements of law and regulations, except where
the failure to so comply could not reasonably be expected to cause the relevant
Plan to become disqualified under the Code.  Neither the Borrower nor
any member of the Controlled Group has, with respect to any Plan, failed to make
any contribution or pay any amount required under Section 412 of the Code or
Section 302 of ERISA or the terms of such Plan.  There are no pending
or, to the knowledge of the Borrower, threatened claims, actions, investigations
or lawsuits against any Plan, any fiduciary thereof, or the Borrower or any
member of the Controlled Group with respect to a Plan which could reasonably be
expected to have a Material Adverse Effect.  Neither the Borrower nor
any member of the Controlled Group has engaged in any prohibited transaction (as
defined in Section 4975 of the Code or Section 406 of ERISA) in connection with
any Plan which would subject such Person to any material
liability.  Within the last five years neither the Borrower nor any
member of the Controlled Group has engaged in a transaction which resulted in a
Single Employer Plan with an Unfunded Liability being transferred out of the
Controlled Group.  No Termination Event has occurred or is reasonably
expected to occur with respect to any Plan which is subject to Title IV of
ERISA.

    


    SECTION
3.11.  Defaults.  No
Default or Event of Default has occurred and is continuing.

    


    SECTION
3.12.  Federal Reserve
Regulations.  Neither the Borrower nor any Subsidiary is
engaged, directly or indirectly, principally, or as one of its important
activities, in the business of extending, or arranging for the extension of,
credit for the purpose of purchasing or carrying Margin
Stock.  Neither the making of any Loan hereunder, the use of the
proceeds thereof, will violate or be inconsistent with the provisions of
Regulation T, Regulation U or Regulation X.  Following the application
of the proceeds of the Loans, less than 25% of the value (as determined by any
reasonable method) of the assets of the Borrower and its Subsidiaries which are
subject to any limitation on sale, pledge, or other restriction hereunder taken
as a whole have been, and will continue to be, represented by Margin
Stock.

    


    SECTION
3.13.  Investment Company
Act.  Neither the Borrower nor any Subsidiary is, or after
giving effect to any Loan will be, an “investment company” or a company
“controlled” by an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.

    


    SECTION
3.14.  Certain
Fees.  Other than as disclosed on Schedule 3.14, no broker’s or
finder’s fee or commission was, is or will be payable by the Borrower or any
Subsidiary with respect to the transactions contemplated by this
Agreement.  The Borrower hereby agrees to indemnify the Administrative
Agent and the Lenders against and agrees that it will hold each of them harmless
from any claim, demand or liability for broker’s or finder’s fees or commissions
alleged to have been incurred by the Borrower in connection with any of the
transactions contemplated by this Agreement and any expenses (including, without
limitation, attorneys’ fees and time charges of attorneys for the Administrative
Agent or any Lender, which attorneys may be employees of the Administrative
Agent or any Lender) arising in connection with any such claim, demand or
liability.

     

     

    
 

    
      
        
           


        

        
          31

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
3.15.  Solvency.  As
of the date hereof, after giving effect to the consummation of the transactions
contemplated by the Loan Documents and the payment of all fees, costs and
expenses payable by the Borrower or its Subsidiaries with respect to the
transactions contemplated by the Loan Documents, each of the Borrower and each
Guarantor is Solvent.

    


    SECTION
3.16.  Ownership of
Properties.  (a) Except as set forth on Schedule 3.16 hereto,
the Borrower and its Subsidiaries have a subsisting leasehold interest in, or
good and marketable title, free of all Liens, other than those permitted by
Section 6.08 or by any of the other Loan Documents, to all of the Properties and
assets reflected in the Financial Statements as being owned by it, except for
assets sold, transferred or otherwise disposed of in the ordinary course of
business since the date thereof.  There are no actual, threatened or
alleged defaults with respect to any leases of real property under which the
Borrower or any Subsidiary is lessee or lessor which could reasonably be
expected to have a Material Adverse Effect.  The Borrower and its
Subsidiaries own or possess rights to use all material licenses, patents, patent
applications, copyrights, service marks, trademarks and trade names necessary to
continue to conduct their business as heretofore conducted, and no such license,
patent or trademark has been declared invalid, been limited by order of any
court or by agreement or is the subject of any infringement, interference or
similar proceeding or challenge, except for proceedings and challenges which
could not reasonably be expected to have a Material Adverse Effect.

    


    (b)           Each
of the Borrower and its Subsidiaries owns, is licensed or otherwise has the
right to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by the
Borrower and its Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

    


    SECTION
3.17.  Indebtedness.  Attached
hereto as Schedule 3.17 is a complete and correct list of all Indebtedness of
the Borrower and its Subsidiaries outstanding on the date of this Agreement
(other than Indebtedness in a principal amount not exceeding $100,000 for a single
item of Indebtedness and $500,000 in the
aggregate for all such Indebtedness), showing the aggregate principal amount
which was outstanding on such date.

    


    SECTION
3.18.  Subordinated
Indebtedness.  The principal of and interest on the Loans and
all other Obligations will constitute “senior debt” as that or any similar term
is or may be used in any other instrument evidencing or applicable to any
Subordinated Indebtedness of the Borrower.

    


    SECTION
3.19.  Employee
Controversies.  There are no strikes, work stoppages or
controversies pending or threatened between the Borrower or any Subsidiary and
any of its employees, other than strikes, work stoppages or controversies
arising in the ordinary course of business, which, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

     

     

    
 

    
      
        
           


        

        
          32

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
3.20.  Material
Agreements.  Neither the Borrower nor any Subsidiary is a party
to any agreement or instrument or subject to any charter or other corporate
restriction (a) which could reasonably be expected to have a Material Adverse
Effect or (b) which (other than (w) the Existing Credit Agreement, (x) the
credit agreement for the Bridge Term Loan A-1, (y) the note purchase agreements
for the Senior Notes as in effect on the date hereof and (z) the indenture for
the Splitco Notes, as originally in effect), restricts or imposes conditions
upon the ability of the Borrower or any Subsidiary to (i) pay dividends or make
other distributions on its capital stock (ii) make loans or advances to the
Borrower, (iii) repay loans or advances from Borrower or (iv) grant Liens to the
Administrative Agent to secure the Obligations.  Neither the Borrower
nor any Subsidiary is in default in the performance, observance or fulfillment
of any of the obligations, covenants or conditions contained in any agreement to
which it is a party, which default could reasonably be expected to have a
Material Adverse Effect.

    


    SECTION
3.21.  Environmental
Laws.  The Borrower and its Material Subsidiaries each conduct
in the ordinary course of business a review of the effects of then existing
Environmental Laws and then existing Environmental Claims on its business,
condition (financial and other), results of operations and Property, and as a
result thereof the Borrower and its Material Subsidiaries have reasonably
concluded that the application of such Environmental Laws and the existence of
such Environmental Claims, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

    


    SECTION
3.22.  Insurance.  The
Borrower and its Subsidiaries maintain with financially sound and reputable
insurance companies insurance on their Property in such amounts and covering
such risks as is consistent with sound business practice.

    


    SECTION
3.23.  Disclosure.  None
of the (a) information, exhibits or reports furnished or to be furnished by the
Borrower or any Subsidiary to the Administrative Agent or to any Lender in
connection with the negotiation of the Loan Documents, or (b) representations or
warranties of the Borrower or any Subsidiary contained in this Agreement, the
other Loan Documents or any certificate or other written information furnished
to the Administrative Agent or the Lenders by or on behalf of the Borrower or
any Subsidiary pursuant to a request from the Administrative Agent or the
Lenders permitted hereunder and for use in connection with the transactions
contemplated by this Agreement, contained, contains or will contain any untrue
statement of a material fact or omitted, omits or will omit to state a material
fact necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances in which the same were
made.  The pro forma financial information contained in such materials
is based upon good faith estimates and assumptions believed by the Borrower to
be reasonable at the time made.  There is no fact known to the
Borrower (other than matters of a general economic nature) that has had or could
reasonably be expected to have a Material Adverse Effect and that has not been
disclosed herein or in such other documents, certificates and other written
information furnished to the Lenders for use in connection with the transactions
contemplated by this Agreement.

    


    SECTION
3.24.  Material Foreign
Subsidiaries.  Except as set forth on Schedule 3.24 hereto, as
of the Effective Date, the Borrower has no Material Foreign
Subsidiaries.

     

     

    
 

    
      
        
           


        

        
          33

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
3.25.  Acquisition
Documents.  The Borrower has delivered to the Administrative
Agent true, complete and correct  copies of the currently existing
Acquisition Documents (including all schedules, exhibits, annexes, amendments,
supplements, modifications, and all other material documents delivered pursuant
thereto or in connection therewith) and such documents are in full force and
effect.  The Acquisition Documents as originally executed and
delivered by the parties thereto have not been amended, terminated, waived,
supplemented or modified in any material respect without the consent of the
Required Lenders.  Each of the representations and warranties given by
the parties thereto in the Acquisition Agreement is true and correct in all
material respects as of the Effective Date.  Neither the Borrower nor
any other party thereto is in default in the performance of or compliance with
any provisions thereof.

    


    ARTICLE
IV

    


    Conditions

    


    SECTION
4.01.  Effective
Date.  The obligations of the Lenders to make Loans hereunder
shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section
9.02):

    


    (a)           The
Administrative Agent (or its counsel) shall have received from each party hereto
and to the other Loan Documents either (i) a counterpart of the Loan Documents
signed on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy or electronic transmission of a
signed signature page of this Agreement) that such party has signed a
counterpart of the Loan Documents.

    


    (b)           The
Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of (i)
C.G. Huber, General Counsel for Ralcorp and the Guarantors, (ii) Bryan Cave LLP,
special counsel for Ralcorp and the Guarantors and (iii) Irma Villarreal,
Assistant Secretary and Counsel for KFG, in each case covering such matters
relating to Ralcorp, Merger Sub, the Guarantors (or in the case of the opinion
of Irma
Villarreal, KFG), this Agreement, the other Loan Documents and the
Transactions as the Administrative Agent shall reasonably request, each such
opinion to be in form and substance satisfactory to the Administrative
Agent.  The Borrower hereby requests such counsel to deliver such
opinions.

    


    (c)           The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of KFG, Splitco, Newco, Merger Sub,
Ralcorp and the other Guarantors, the authorization of the Transactions and any
other legal matters relating to KFG, Splitco, Newco, Merger Sub, Ralcorp and the
other Guarantors, this Agreement or the Transactions, all in form and substance
satisfactory to the Administrative Agent and its counsel.

    


    (d)           The
Lenders, the Administrative Agent and the Lead Arrangers shall have received the
financial statements required to be included in the registration statement on
Form S-4 filed by Ralcorp with the Securities and Exchange Commission in
connection with the Acquisition.

     

     

    
 

    
      
        
           


        

        
          34

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (e)           The
Lenders, the Administrative Agent and the Lead Arrangers shall have received all
fees and other amounts due and payable on or prior to the Effective Date,
including, to the extent invoiced, reimbursement or payment of all out of pocket
expenses required to be reimbursed or paid by Ralcorp hereunder.

    


    (f)           
The Administrative Agent shall have received reasonably satisfactory evidence
that the directors of KFG have approved the Acquisition.

    


    (g)           The
Acquisition Agreement shall be in full force and effect.  The
representations and warranties in the Acquisition Agreement shall be true and
correct in all material respects as of the Effective Date (but only to the
extent the inaccuracy of such representations and warranties could materially
and adversely affect the rights or interests of the Lenders and would entitle
Ralcorp to terminate its obligations under the Acquisition Agreement) and all
conditions precedent thereunder shall have been satisfied (or waived, other than
in the case of any condition the failure to satisfy which could materially and
adversely affect the rights or interests of the Lenders) and any amendment to
the Acquisition Agreement that could materially and adversely affect the rights
or interests of the Lenders shall be satisfactory in form and substance to the
Administrative Agent.  Arrangements satisfactory to the Administrative
Agent shall have been made for the consummation of the Acquisition on the date
hereof in accordance with the Acquisition Agreement.

    


    (h)           Since
December 31, 2006, there shall not have been any circumstance, change,
development, condition or event that, individually or in the aggregate, has had
or is reasonably likely after the Effective Date to have, a Business Material
Adverse Effect.

    


    (i)       
    The capital structure of Splitco and Ralcorp and their
Subsidiaries after giving effect to the Acquisition shall be substantially
similar to the structure that has been presented to the Lead Arrangers prior to
November 15, 2007 (with only such changes as would not materially and adversely
affect the rights of the Lenders).

    


    (j)       
    Arrangements satisfactory to the Administrative Agent
shall have been made for the effectiveness of all agreements related to taxes in
connection with the Acquisition, including any tax sharing agreements, which
agreements shall be substantially in the forms which have been presented to the
Lead Arrangers prior to November 15, 2007 (with only such changes as would not
materially and adversely affect the rights of the Lenders).

    


    (k)        
   The credit agreement for the Bridge Term Loan A-1 shall be in
full force and effect, and the Bridge Term Loan A-1 shall have been, or shall
substantially contemporaneously be, made to the Borrower in the aggregate
principal amount of not less than $100,000,000.

    


    (l)       
    The representations and warranties set forth in Section
3.01, 3.02, 3.03(b)(ii), 3.12 and 3.13 shall be true and correct on and as of
the Effective Date, and the Administrative Agent shall have received a
satisfactory certificate of an Authorized Officer to such effect from an
Authorized Officer of KFG (with respect to matters relating to Kraft Foods Inc.,
KFG and its Subsidiaries) or an Authorized Officer of Ralcorp (with respect to
matters relating to Ralcorp and its Subsidiaries), as applicable.

     

     

    
 

    
      
        
           


        

        
          35

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (m)           Arrangements
satisfactory to the Administrative Agent shall have been made for the
effectiveness of the Splitco Contribution Agreement, which shall be
substantially in the form which has been presented to the Administrative Agent
prior to the Effective Date (with only such changes as would not materially and
adversely affect the rights of the Lenders).

    


    The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and
binding.  Notwithstanding the foregoing, the obligations of the
Lenders to make Loans hereunder shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or
prior to 3:00 p.m., New York City time, on November 10, 2008 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).

    


    ARTICLE
V

    


    Affirmative
Covenants

    


    Until the
Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full, the
Borrower covenants and agrees with the Lenders that:

    


    SECTION
5.01.  Financial
Reporting.  The Borrower will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, consistently applied, and furnish
to the Lenders:

    


    (a)           As
soon as practicable and in any event within 95 days after the close of each of
its Fiscal Years, an unqualified audit report certified by independent certified
public accountants, acceptable to the Lenders, prepared in accordance with
Agreement Accounting Principles on a consolidated basis for itself and its
Subsidiaries, including balance sheets as of the end of such period and related
statements of income, retained earnings and cash flows accompanied by a
certificate of said accountants that, in the course of the examination necessary
for their certification of the foregoing, they have obtained no knowledge of any
Default, or if, in the opinion of such accountants, any Default shall exist,
stating the nature and status thereof.

    


    (b)           As
soon as practicable and in any event within 50 days after the close of the first
three Fiscal Quarters of each of its Fiscal Years, for itself and its
Subsidiaries, consolidated unaudited balance sheets as at the close of each such
period and consolidated statements of income, retained earnings and cash flows
for the period from the beginning of such Fiscal Year to the end of such
quarter, all certified by an Authorized Officer.

    


    (c)           Together
with the financial statements required by clauses (a) and (b) above, a
compliance certificate in substantially the form of Exhibit B hereto signed by
an Authorized Officer showing the calculations necessary to determine compliance
with this Agreement and stating that no Default exists, or if any Default
exists, stating the nature and status thereof.

     

     

    
 

    
      
        
           


        

        
          36

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (d)           Within
270 days after the close of each Fiscal Year, a statement of the Unfunded
Liabilities of each Single Employer Plan, certified as correct by an actuary
enrolled under ERISA.

    


    (e)           As
soon as possible and in any event within 10 days after the Borrower knows that
any Termination Event has occurred with respect to any Plan, a statement, signed
by an Authorized Officer of the Borrower, describing said Termination Event and
the action which the Borrower proposes to take with respect
thereto.

    


    (f)          
 As soon as possible and in any event within 10 days after the Borrower
learns thereof, notice of the assertion or commencement of any claims, action,
suit or proceeding against or affecting the Borrower or any Subsidiary which
could reasonably be expected to have a Material Adverse Effect.

    


    (g)           Promptly
upon the furnishing thereof to the shareholders of the Borrower, copies of all
financial statements, reports and proxy statements so furnished; provided, however, that such
information shall be deemed to have been furnished to the Lenders if such
information is readily available through EDGAR.

    


    (h)           Promptly
upon the filing thereof, copies of all registration statements and annual,
quarterly, monthly or other regular reports which the Borrower or any of its
Subsidiaries files with the Securities and Exchange Commission; provided, however, that such
information shall be deemed to have been furnished to the Lenders if such
information is readily available through EDGAR.

    


    (i)           
Such other information (including non-financial information) as the
Administrative Agent or any Lender may from time to time reasonably
request.

    


    SECTION
5.02.  Use
of Proceeds.  The Borrower will use the proceeds of the Loans
as contemplated by the Acquisition Agreement.

    


    SECTION
5.03.  Notice of
Default.  The Borrower will give prompt notice in writing to
the Lenders of the occurrence of (a) any Default, (b) the filing or commencement
of any action, suit or proceeding by or before any arbitrator or Governmental
Authority against or affecting the Borrower or any Affiliate thereof that could
reasonably be expected to result in a Material Adverse Effect and (c) of any
other event or development, financial or other, relating specifically to the
Borrower or any of its Subsidiaries (and not of a general economic or political
nature) which could reasonably be expected to have a Material Adverse
Effect.

    


    SECTION
5.04.  Conduct of
Business.  The Borrower will, and will cause each Subsidiary
to, carry on and conduct its business in substantially the same manner as is
presently conducted or in other consumer products markets and the manufacturing
of ingredients therefor, and to do all things necessary to remain duly
incorporated, validly existing and in good standing as a domestic corporation in
its jurisdiction of incorporation and maintain all requisite authority to
conduct its business in each jurisdiction in which its business is conducted,
except where the failure to maintain such authority could not reasonably be
expected to have a Material Adverse Effect.  The Borrower will, and
will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect the rights,
licenses, permits, privileges and franchises relating to the conduct of its
business, except where the failure to maintain such rights, licenses, permits,
privileges or franchises could not reasonably be expected to have a Material
Adverse Effect.

     

     

    
 

    
      
        
           


        

        
          37

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
5.05.  Taxes.  The
Borrower will, and will cause each Subsidiary to, timely file complete and
correct United States federal and applicable foreign, state and local tax
returns required by applicable law and pay when due all taxes, assessments and
governmental charges and levies upon it or its income, profits or Property,
except those which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves have been set aside.

    


    SECTION
5.06.  Insurance.  The
Borrower will, and will cause each Subsidiary to, maintain with financially
sound and reputable insurance companies insurance on all their Property in such
amounts and covering such risks as is consistent with sound business practice
for similarly situated businesses in the industries in which the Borrower and
its Subsidiaries operate, and the Borrower will furnish to the Administrative
Agent and any Lender upon request full information as to the insurance
carried.

    


    SECTION
5.07.  Compliance with Laws and
Material Contractual Obligations.  The Borrower will, and will
cause each Subsidiary to comply with (a) all laws, rules, regulations, orders,
writs, judgments, injunctions, decrees or awards to which it may be subject, the
failure to comply with which could reasonably be expected to have a Material
Adverse Effect and (b) all of its material contractual obligations, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

    


    SECTION
5.08.  Maintenance of
Properties.  The Borrower will, and will cause each Subsidiary
to do all things necessary to maintain, preserve, protect and keep its Property
in good repair, working order and condition, and make all necessary and proper
repairs, renewals and replacements so that its business carried on in connection
therewith may be properly conducted at all times, except where the failure to do
so could not reasonably be expected to have a Material Adverse
Effect.

    


    SECTION
5.09.  Inspection.  The
Borrower will, and will cause each Subsidiary to, permit the Administrative
Agent and the Lenders, by their respective representatives and agents, to
inspect any of the Property, corporate books and financial records of the
Borrower and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Borrower and each Subsidiary, and to
discuss the affairs, finances and accounts of the Borrower and each Subsidiary
with, and to be advised as to the same by, their respective officers at such
reasonable times and intervals as the Lenders may designate; provided, however, that so long
as no Event of Default has occurred, (i) the Administrative Agent or any Lender
exercising any rights pursuant to this Section 5.09 shall give the Borrower or
any applicable Subsidiary advance written notice of its intention to exercise
such rights and (ii) the Borrower shall have no obligation to reimburse the
Administrative Agent for the costs and/or expenses of more than one inspection
or audit described in this Section 5.09 in any Fiscal Year.  The
Borrower will keep or cause to be kept, and cause each Subsidiary to keep or
cause to be kept, appropriate records and books of account in which complete
entries are to be made reflecting its and their business and financial
transactions, such entries to be made in accordance with Agreement Accounting
Principles consistently applied.

     

     

    
 

    
      
        
           


        

        
          38

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
5.10.  Environmental
Matters.  The Borrower shall and shall cause each of its
Material Subsidiaries to conduct in the ordinary course of its business reviews
of the effects of then existing Environmental Laws and then existing
Environmental Claims on its business, condition (financial and other), results
of operations and Property and to take all actions
required by such Environmental Laws and in respect of such Environmental Claims,
except where the failure to so act could not reasonably be expected to have a
Material Adverse Effect.

    


    SECTION
5.11.  Material
Subsidiaries.  The Borrower shall cause each of its
Subsidiaries which (a) becomes a Material Subsidiary on or after the date hereof
or (b) becomes a guarantor of the Senior Notes or the Splitco Notes on or after
the date hereof to join the Subsidiary Guaranty as a Guarantor pursuant to a
joinder agreement in the form attached to the Subsidiary Guaranty within thirty
(30) days of such Person becoming a Material Subsidiary or becoming such a
guarantor, as applicable.

    


    SECTION
5.12.  Material Foreign
Subsidiaries.  Within thirty (30) days after any Person becomes
a Material Foreign Subsidiary, the Borrower shall, or shall cause its applicable
Subsidiary to, pledge to the Pledgee 65% (or, to the extent that such pledge can
be accomplished without an adverse tax or other financial consequence to the
Borrower or any of its Subsidiaries in any material respect, 100%) of the Equity
Interests of such Person to secure the Obligations and shall deliver such
documents as the Pledgee may reasonably require in connection
therewith.

     

    SECTION
5.13.  Payment of
Obligations.  The Borrower will, and will cause each Subsidiary
to, pay or discharge all Material Indebtedness and all other material
liabilities and obligations, including Taxes, before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropri­ate proceedings, (b) the Borrower
or such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP and (c) the failure to make payment pending such
contest could not reasonably be expected to result in a Material Adverse
Effect.

    


    ARTICLE
VI

    


    Negative
Covenants

    


    Until the
Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full, the Borrower
covenants and agrees with the Lenders that:

    


    SECTION
6.01.  Capital Stock and
Dividends.  The Borrower will not, nor will it permit any
Subsidiary to issue or have outstanding any preferred stock, other than
preferred stock not having mandatory redemption, retirement and other repurchase
dates commencing less than 91 days after the Maturity Date.

     

     

    
 

    
      
        
           


        

        
          39

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
6.02.  Indebtedness.  The
Borrower will not, nor will it permit any Subsidiary to, create, incur or suffer
to exist any Indebtedness, except:

    


    (a)           the
Loans;

    


    (b)           Indebtedness
existing on the date hereof and described in Schedule 3.17;

    


    (c)           Contingent
Obligations permitted by Section 3.08;

    


    (d)           Indebtedness
arising in connection with the Accounts Receivable Financing Program;
and

    


    (e)           other
Indebtedness so long as immediately after giving effect to the incurrence of
such Indebtedness, the Borrower is in compliance with the financial covenants
set forth in Section 6.17.

    


    SECTION
6.03.  Merger; Fundamental
Changes.  The Borrower will not, nor will it permit any
Subsidiary to, merge or consolidate with or into any other Person, or liquidate
or dissolve, except that (i) a Wholly-Owned Subsidiary may merge into the
Borrower or any Wholly-Owned Subsidiary of the Borrower, (ii) the Borrower or
any Subsidiary may merge or consolidate with any other Person so long as the
Borrower or such Subsidiary is the continuing or surviving corporation and,
prior to and after giving effect to such merger or consolidation, no Default or
Event of Default shall exist, and (iii) any Subsidiary may enter into a merger
or consolidation as a means of effecting a disposition permitted by Section
6.04.

    


    SECTION
6.04.  Sale
of Assets.  The Borrower will not, nor will it permit any
Subsidiary to, lease, sell, transfer or otherwise dispose of its Property to any
other Person except for (a) sales of inventory or unused or obsolete equipment
in the ordinary course of business, (b) sales of Borrower’s or any of Borrower’s
Subsidiaries’ stock in Vail Resorts, Inc., and (c) leases, sales, transfers or
other dispositions of its Property that, together with all other Property of the
Borrower and its Subsidiaries previously leased, sold, transferred or otherwise
disposed of (other than inventory or unused or obsolete equipment sold in the
ordinary course of business and accounts receivables transactions permitted by
Section 6.05) as permitted by this Section 6.04 since the date hereof, do not
constitute a Substantial Portion of the Property of Borrower and its
Subsidiaries.

    


    SECTION
6.05.  Sale
of Accounts.  The Borrower will not, nor will it permit any
Subsidiary to, sell or otherwise dispose of any notes receivable or accounts
receivable, with or without recourse, except that the Borrower or any Subsidiary
may sell or otherwise grant an interest in its accounts receivable to other
Persons, in each case pursuant to an Accounts Receivable Financing
Program.

    


    SECTION
6.06.  Investments and
Purchases.  The Borrower will not, nor will it permit any
Subsidiary to, make or suffer to exist any Investments (including, without
limitation, loans and advances to, and other Investments in, Subsidiaries), or
commitments therefor, or to create any Subsidiary or to become or remain a
partner in any partnership or joint venture, or to make any Purchases,
except:

     

     

    
 

    
      
        
           


        

        
          40

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (a)           Short-term
obligations of, or fully guaranteed by, the United States of America and
short-term obligations of United States government agencies;

    


    (b)           Commercial
paper rated A-1 or better by S&P or P-1 or better by Moody’s;

    


    (c)           Demand
deposit and money market bank accounts maintained in the ordinary course of
business with Initial Lenders or with commercial banks which are members of the
Federal Deposit Insurance Corporation;

    


    (d)           Bankers
acceptances and certificates of deposit issued by and time deposits with Initial
Lenders or with commercial banks (whether domestic or foreign) rated B or better
by Thomson, A or
better by S&P or A2 or better by Moody’s;

    


    (e)           Repurchase
agreements with Initial Lenders or with commercial banks (whether domestic or
foreign) rated B or better by Thomson, A or better by S&P or A2 or better by
Moody’s, so long at least 102% of the principal amount of each repurchase
agreement is collateralized by obligations of, or fully guaranteed by, the
United States of America or by commercial paper rated A-1 or better by S&P
or P-1 or better by Moody’s;

    


    (f)         
  Loan participations and master notes with corporations rated A-1 or
better by S&P or P-1 or better by Moody’s and with Initial Lenders or with
commercial banks rated B or better by Thomson, A or better by S&P or A2 or
better by Moody’s;

    


    (g)           Money
market preferred stock accounts in corporations rated A or better by S&P or
A2 or better by Moody’s or in other corporations so long as such Investments are
secured by letters of credit issued by Initial Lenders or by commercial banks
rated B or better by Thomson, A or better by S&P or A2 or better by
Moody’s;

    


    (h)           Existing
Investments in Subsidiaries and additional Investments in Guarantors and Pledged
Subsidiaries;

    


    (i)          
 Other Investments in existence on the date hereof and described in
Schedule 6.06 hereto;

    


    (j)       
    Other Investments in Persons or Subsidiaries which are
not Guarantors or Pledged Subsidiaries (including, without limitation, (i) any
Investment in a joint venture and (ii) the creation of and the Investment in any
Subsidiary that is not a Guarantor) in an aggregate amount not exceeding
$20,000,000;

    


    (k)           Investments
in, and the creation of, any special purpose Subsidiary created for the purpose
of entering into the Accounts Receivable Financing Program;

    


    (l)          
 Additional equity Investments in Vail Resorts, Inc. necessary to permit
the Borrower to retain equity accounting treatment for such
Investment;

    


    (m)          (i)
Non-hostile Purchases in the same line of business or related or ancillary
businesses as the Borrower (including but not limited to consumer packaged
goods), not exceeding $100,000,000 in the case of any single Purchase or series
of related Purchases, provided that (A)
there shall exist no Default either immediately before or immediately after
giving effect to any such Purchase and (B) the representations and warranties
contained in Article III are true and correct both immediately before and
immediately after giving effect to any such Purchases, or (ii) non-hostile
Purchases in the same line of business or related or ancillary businesses as the
Borrower (including but not limited to consumer packaged goods), in excess of
$100,000,000 in the case of any single Purchase or series of related Purchases,
provided that
(A) there shall exist no Default either immediately before or immediately after
giving effect to any such Purchases, (B) the representations and warranties
contained in Article III are true and correct both immediately before and
immediately after giving effect to any such Purchases, and (C) the Borrower
submits pro forma financial statements for the most recent period of four
consecutive Fiscal Quarters for which financial statements have been furnished
or are due pursuant to Section 5.01 and a certificate executed by an Authorized
Officer of the Borrower prior to closing any such transaction showing that the
Borrower is in compliance with Section 6.17 (treating such Purchase as having
occurred on the first day of such four-quarter period); and

     

     

    
 

    
      
        
           


        

        
          41

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (n)           United
States mutual funds that invest solely in any of the Investments described in
subsections (a) through (g) above.

    


    SECTION
6.07.  Contingent
Obligations.  The Borrower will not, nor will it permit any
Subsidiary to, make or suffer to exist any Contingent Obligation (including,
without limitation, any Contingent Obligation with respect to the obligations of
a Subsidiary), except (a) by endorsement of instruments for deposit or
collection in the ordinary course of business, (b) the Subsidiary Guaranty, (c)
the Ralston Obligations, (d) other Contingent Obligations not to exceed
$10,000,000 in the aggregate at any time outstanding and (e) guarantees of the
obligations of the Borrower under (i) the Existing Credit Agreement, (ii) the
credit agreement for the Bridge Term Loan A-1, (iii) the note purchase
agreements for the Senior Notes as in effect on the date hereof and (iv) the
indenture for the Splitco Notes, as originally in effect.

    


    SECTION
6.08.  Liens.  The
Borrower will not, nor will it permit any Subsidiary to, create, incur, or
suffer to exist any Lien in, of or on the Property of the Borrower or any of its
Subsidiaries, except:

    


    (a)           Liens
for taxes, assessments or governmental charges or levies on its Property if the
same shall not at the time be delinquent or thereafter can be paid without
penalty, or are being contested in good faith and by appropriate proceedings and
for which adequate reserves in accordance with generally accepted principles of
accounting shall have been set aside on its books;

    


    (b)           Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other
similar liens arising in the ordinary course of business which secure the
payment of obligations not more than 60 days past due or which are being
contested in good faith by appropriate proceedings and for which adequate
reserves shall have been set aside on its books;

     

     

    
 

    
      
        
           


        

        
          42

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (c)           Liens
arising out of pledges or deposits under worker’s compensation laws,
unemployment insurance, old age pensions, or other social security or retirement
benefits, or similar legislation;

    


    (d)           Liens
arising out of good faith deposits in connection with or to secure performance
of statutory obligations, surety and appeal bonds, government contracts, leases
otherwise permitted hereunder, performance and return of money bonds and other
similar obligations incurred in the ordinary course of business;

    


    (e)           Easements,
minor defects or irregularities in title, building restrictions and such other
encumbrances or charges against real property, all of which as are of a nature
generally existing with respect to Properties of a similar character and which
do not in any material way affect (i) the marketability of the same or (ii)
interfere with the use thereof in the business of the Borrower or the
Subsidiaries;

    


    (f)           Liens
existing on the date hereof and described in Schedule 6.08 hereto, including
extensions, renewals and replacements thereof in whole or in part, so long as
the principal amount of the Indebtedness secured thereby at the time of such
extension, renewal or replacement is limited to all or any part of the Property
(including improvements thereon) securing the Lien so extended, renewed or
replaced;

    


    (g)           Liens
on the Property of a Subsidiary of the Borrower and exclusively securing
Indebtedness of such Subsidiary to the Borrower or any Guarantor;

    


    (h)           Liens
of purchasers or providers of financing under an Accounts Receivable Financing
Program in accordance with Section 6.05 herein;

    


    (i)           
Liens on the capital stock of any Material Foreign Subsidiary and exclusively
securing Indebtedness permitted by Section 6.02, so long as such Liens are pari
passu or junior to the Liens granted pursuant to Section 5.12 or the Pledge
Agreement;

    


    (j)          
 Liens on the capital stock of Vail Resorts, Inc. in connection with the
sale or forward sale of such stock; and

    


    (k)           Other
Liens securing aggregate principal Indebtedness at no time exceeding (i)
$35,000,000 minus (ii) the
aggregate amount of proceeds of any Sale and Leaseback Transactions permitted by
Section 6.16 and consummated prior to such time.

    


    SECTION
6.09.  Affiliates.  The
Borrower will not, and will not permit any Subsidiary to, enter into any
transaction (including, without limitation, the purchase or sale of any Property
or service) with, or make any payment or transfer to, any Affiliate except (a)
in the ordinary course of business and pursuant to the reasonable requirements
of the Borrower’s or such Subsidiary’s business and upon fair and reasonable
terms no less favorable to the Borrower or such Subsidiary than the Borrower or
such Subsidiary would obtain in a comparable arms-length transaction, (b)
transactions among the Borrower and Guarantors, (c) in connection with the
Accounts Receivable Financing Program and (d) the mergers of (i) Splitco with
and into Merger Sub and (ii) Merger Sub with and into Ralcorp.

     

     

    
 

    
      
        
           


        

        
          43

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
6.10.  Subordinated Indebtedness;
Other Indebtedness.  The Borrower will not, and will not permit
any Subsidiary to, make any amendment or modification to the indenture, note or
other agreement evidencing or governing any Subordinated Indebtedness, or
directly or indirectly voluntarily prepay, defease or in substance defease,
purchase, redeem, retire or otherwise acquire, any Subordinated
Indebtedness.

    


    SECTION
6.11.  Change in Corporate
Structure; Fiscal Year.  The Borrower shall not, nor shall it
permit any Subsidiary to, (a) permit any amendment or modification to be made to
its certificate or articles of incorporation or by-laws which is materially
adverse to the interests of the Lenders or (b) change its Fiscal Year to end on
any date other than September 30 of each year.

    


    SECTION
6.12.  Inconsistent
Agreements.  The Borrower shall not, nor shall it permit any
Subsidiary to, enter into any indenture, agreement, instrument or other
arrangement (other than (w) the Existing Credit Agreement, (x) the credit
agreement for the Bridge Term Loan A-1, (y) the note purchase agreements for the
Senior Notes as in effect on the date hereof and (z) the indenture for the
Splitco Notes, as originally in effect) which, (a) directly or indirectly
prohibits or restrains, or has the effect of prohibiting or restraining, or
imposes materially adverse conditions upon, the incurrence of the Obligations,
the granting of Liens to secure the Obligations (other than agreements by the
Borrower that it will grant Liens to secure any Swap Agreement to the same
extent as, and pari passu with, any Liens granted to secure the Obligations),
the provision of the Subsidiary Guaranty, the amending of the Loan Documents or
the ability of any Subsidiary (other than a special purpose Subsidiary created
for the purpose of entering into the Accounts Receivable Financing Program) to
(i) pay dividends or make other distributions on its capital stock, (ii) make
loans or advances to the Borrower or (iii) repay loans or advances from the
Borrower or (b) contains any provision which would be violated or breached by
the making of Loans or by the performance by the Borrower or any Subsidiary of
any of its obligations under any Loan Document.

    


    SECTION
6.13.  ERISA
Compliance.

    


    With
respect to any Plan, neither the Borrower nor any Subsidiary shall:

    


    (a)           engage
in any “prohibited transaction” (as such term is defined in Section 406 of ERISA
or Section 4975 of the Code) for which a civil penalty pursuant to Section
502(i) of ERISA or a tax pursuant to Section 4975 of the Code in excess of
$10,000,000 could be imposed;

    


    (b)           permit
the occurrence of any Termination Event which could result in a liability to the
Borrower or any other member of the Controlled Group in excess of $10,000,000;
or

    


    (c)           permit
the establishment or amendment of any Plan or fail to comply with the applicable
provisions of ERISA and the Code with respect to any Plan which could result in
liability to the Borrower or any other member of the Controlled Group which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

     

     

    
 

    
      
        
           


        

        
          44

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
6.14.  Restricted
Payments.  The Borrower will not, and will not permit any of
its Subsidiaries to, declare, pay or make, or agree to declare, pay or make,
directly or indirectly, any Restricted Payment, except (a) the Borrower may
declare and pay dividends with respect to its Equity Interests payable solely in
additional shares of its common stock, (b) Subsidiaries may declare and pay
dividends ratably with respect to their Equity Interests and (c) so long as no
Default exists immediately prior to or immediately after giving effect to such
Restricted Payment, the Borrower may make other Restricted
Payments.

    


    SECTION
6.15.  Swap
Agreements.  The Borrower will not, and will not permit any of
its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements
entered into to hedge or mitigate risks to which the Borrower or any Subsidiary
has actual exposure (other than those in respect of Equity Interests of the
Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in
order to effectively cap, collar or exchange interest rates (from fixed to
floating rates, from one floating rate to another floating rate or otherwise)
with respect to any interest-bearing liability or investment of the Borrower or
any Subsidiary.

    


    SECTION
6.16.  Sale
and Leaseback Transactions.  The Borrower will not, nor will it
permit any Subsidiary to, enter into or suffer to exist any Sale and Leaseback
Transaction other than Sale and Leaseback Transactions, the aggregate proceeds
of which when added to the amount of Indebtedness secured by Liens permitted
under Section 6.08(k), do not exceed $35,000,000.

    


    SECTION
6.17.  Financial
Covenants.  The Borrower on a consolidated basis with its
Subsidiaries shall:

    


    (a)           Leverage Ratio.  As
of the end of each Fiscal Quarter, maintain a Leverage Ratio of not more than
3.75:1.00; and

    


    (b)           Interest Expense Coverage
Ratio.  As of the end of each four Fiscal Quarters ending after
the date hereof, maintain an Interest Expense Coverage Ratio of not less than
3.00:1.00.

    


    ARTICLE
VII


    


    Events of
Default

    


    If any of
the following events (“Events of Default”)
shall occur:

    


    (a)           Any
representation or warranty made or deemed made by or on behalf of the Borrower
or any of its Subsidiaries to the Lenders or the Administrative Agent under or
in connection with this Agreement, any other Loan Document, any Loan, or any
certificate or information delivered in connection with this Agreement or any
other Loan Document shall be false in any material respect on the date as of
which made or deemed made;

    


    (b)           Nonpayment
of (i) any principal of any Loan when due, or (ii) any interest upon any Loan or
fee or other obligations under any of the Loan Documents within five days after
the same becomes due;

     

     

    
 

    
      
        
           


        

        
          45

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (c)           The
breach by the Borrower of any of the terms or provisions of Section 5.02,
Section 5.03(a), Section 5.10, Sections 6.01 through 6.12 and Sections 6.14
through Section 6.17;

    


    (d)           The
breach by the Borrower (other than a breach which constitutes a Default under
clause (a), (b) or (c) of this Article) of any of the terms or provisions of
this Agreement which is not remedied within thirty (30) days after written
notice from the Administrative Agent or any Lender;

    


    (e)         
  Failure of the Borrower or any of its Subsidiaries to pay any
Material Indebtedness when due; or the default by the Borrower or any of its
Subsidiaries in the performance of any term, provision or condition contained in
any agreement or agreements under which any such Indebtedness was created or is
governed, or the occurrence of any other event or existence of any other
condition, the effect of any of which is to cause, or to permit the holder or
holders of such Indebtedness to cause, such Indebtedness to become due prior to
its stated maturity; or any such Indebtedness of the Borrower or any of its
Subsidiaries shall be declared to be due and payable or required to be prepaid
(other than by a regularly scheduled payment) prior to the stated maturity
thereof;

    


    (f)        
   The Borrower or any of its Subsidiaries shall (i) have an
order for relief entered with respect to it under the federal bankruptcy laws as
now or hereafter in effect, (ii) make an assignment for the benefit of
creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment
of a receiver, custodian, trustee, examiner, liquidator or similar official for
it or any Substantial Portion of its Property, (iv) institute any proceeding
seeking an order for relief under the federal bankruptcy laws as now or
hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (v) take any corporate action to authorize or effect any of
the foregoing actions set forth in this clause (f), (vi) fail to contest in good
faith any appointment or proceeding described in clause (g) of this Article or
(vii) become unable to pay, not pay, or admit in writing its inability to pay,
its debts generally as they become due;

    


    (g)           Without
the application, approval or consent of the Borrower or any of its Subsidiaries,
a receiver, trustee, examiner, liquidator or similar official shall be appointed
for the Borrower or any of its Subsidiaries or any Substantial Portion of its
Property, or a proceeding described in clause (f)(iv) of this Article shall be
instituted against the Borrower or any of its Subsidiaries and such appointment
continues undischarged or such proceeding continues undismissed or unstayed for
a period of thirty consecutive days;

    


    (h)           Any
court, government or governmental agency shall condemn, seize or otherwise
appropriate, or take custody or control of (each a “Condemnation”), all
or any portion of the Property of the Borrower and its Subsidiaries which, when
taken together with all other Property of the Borrower and its Subsidiaries so
condemned, seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such Condemnation occurs,
constitutes a Substantial Portion;

     

     

    
 

    
      
        
           


        

        
          46

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (i)           
The Borrower or any of its Subsidiaries shall fail within thirty days to pay,
bond or otherwise discharge any judgments or orders for the payment of an
aggregate amount in excess of $35,000,000, which is not covered by undisputed
insurance or stayed on appeal or otherwise being appropriately contested in good
faith and as to which no enforcement actions have been commenced;

    


    (j)          
 Any Change in Control shall occur;

    


    (k)           Except
as otherwise expressly permitted hereby, the Subsidiary Guaranty shall fail to
remain in full force or effect or any action shall be taken to discontinue or to
assert the invalidity or unenforceability of the Subsidiary Guaranty, or any
Guarantor shall fail to comply with any of the terms or provisions of the
Subsidiary Guaranty, or any Guarantor denies that it has any further liability
under the Subsidiary Guaranty, or gives notice to such effect;

    


    (l)      
     The Pledge Agreement shall cease to be in full
force and effect, or shall cease to give the Pledgee for the benefit of the
Secured Creditors, the Liens, rights, powers and privileges purported to be
created thereby, or any pledgor shall deny or disaffirm such pledgor’s
obligations under the Pledge Agreement or the Liens granted thereunder, or (ii)
any pledgor shall default in the due performance or observance of any term,
covenant or agreement on its part to be performed or observed pursuant to the
Pledge Agreement and such default shall continue beyond the period of grace, if
any, specifically applicable thereto pursuant to the terms of the Pledge
Agreement;

    


    (m)          The
Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate
an amount which could reasonably be expected to have a Material Adverse Effect
or any Reportable Event shall occur in connection with any Plan; or

    


    (n)           The
Borrower or any other member of the Controlled Group shall have been notified by
the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of ERISA,
if as a result of such reorganization or termination the aggregate annual
contributions of the Borrower and the other members of the Controlled Group
(taken as a whole) to all Multiemployer Plans which are then in reorganization
or being terminated have been or will be increased over the amounts contributed
to such Multiemployer Plans for the respective plan years of each such
Multiemployer Plan immediately preceding the plan year in which the
reorganization or termination occurs by an amount exceeding
$35,000,000;

    


    then, and
in every such event (other than an event with respect to the Borrower described
in clause (f) or (g) of this Article), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower, declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; and in case of any event with
respect to the Borrower described in clause (f) or (g) of this Article, the
principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the
Borrower.  For purposes hereof, an Event of Default described in
subsection (e) above arising out of a breach by Ralcorp of any financial
covenant restricting any leverage ratio of Ralcorp contained
in the Senior Notes, the indenture for the Splitco Notes or related
documentation shall be deemed to be continuing hereunder notwithstanding its
waiver, whether accomplished by waiver, amendment or otherwise (a “Waiver”), by the
holders of the Senior Notes or the Splitco Notes, as applicable, unless (i)
the holders of the applicable Indebtedness receive no monetary or other
consideration for such Waiver (including any prepayment of such Indebtedness or
agreement to prepay such Indebtedness) other than an amendment or waiver fee not
exceeding .10% of the aggregate principal amount of the applicable Indebtedness
and (ii) the terms of the applicable Indebtedness are not modified in any manner
favorable to the holders of the applicable Indebtedness in connection with such
Waiver.

     

     

    
 

    
      
        
           


        

        
          47

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    ARTICLE
VIII

    


    The Administrative
Agent

    


    Each of
the Lenders hereby irrevocably appoints the Administrative Agent as its agent
and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the
terms hereof, together with such actions and powers as are reasonably incidental
thereto.

    


    The bank
serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not the Administrative Agent, and such bank and its Affiliates
may accept deposits from, lend money to and generally engage in any kind of
business with the Borrower or any Subsidiary or other Affiliate thereof as if it
were not the Administrative Agent hereunder.

    


    The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing as directed by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02), and (c) except as expressly set
forth herein, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any
capacity.  The Administrative Agent shall not be liable for any action
taken or not taken by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.02) or in the absence of its
own gross negligence or willful misconduct.  The Administrative Agent
shall be deemed not to have knowledge of any Default unless and until written
notice thereof is given to the Administrative Agent by the Borrower or a Lender,
and the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement, (ii) the contents of any certificate,
report or other document delivered hereunder or in connection herewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

     

     

    
 

    
      
        
           


        

        
          48

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person.  The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon.  The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

    


    The
Administrative Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all its duties and exercise its rights and powers through
their respective Related Parties.  The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative
Agent.

    


    Subject
to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders and the Borrower.  Upon any such resignation,
the Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor.  If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank.  Upon the acceptance of
its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations
hereunder.  The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such
successor.  After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

     

     

    
 

    
      
        
           


        

        
          49

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any related agreement or
any document furnished hereunder or thereunder.

    


    The
foregoing provisions of this Article VIII shall be applicable mutatis mutandis to the
Pledgee.

    


    Without
limiting the foregoing, if any collateral under any Pledge Agreement or any
Subsidiary is sold in a transaction permitted hereunder (excluding sales to the
Borrower or a Subsidiary thereof) then (a) as and to the extent provided in the
Pledge Agreement, such collateral shall be sold free and clear of the Liens
created by the Pledge Agreement and (b) in the case of such a sale of a
Guarantor, such Guarantor and its subsidiaries shall be released from the
Subsidiary Guaranty and, in each case, the Administrative Agent shall be
authorized to take any actions deemed appropriate in order to effect the
foregoing.

    


    ARTICLE
IX


    


    Miscellaneous

    


    SECTION
9.01.  Notices.  (a)
Except in the case of notices and other communications expressly permitted to be
given by telephone (and subject to paragraph (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy, as follows:

    


    (i)          
  if to Merger Sub, Ralcorp or any Guarantor, to it at Ralcorp
Holdings, Inc., 800 Market Street, Suite 2900, St. Louis, Missouri 63101,
Attention of Scott Monette, Corporate Vice President and Treasurer (Telecopy No.
(314) 877-7729);

    


    (ii)         
  if to KFG, to it at Kraft Foods Inc., 3 Lakes Drive, Northfield,
Illinois 60093, Attention of John J. Pecora, Senior Vice President and Treasurer
(Telecopy No. (847) 646-2950);

    


    (iii)           if
to the Administrative Agent or to JPMorgan Chase Bank, N.A. individually, to
JPMorgan Chase Bank, N.A., 10 South Dearborn, Floor 7, Chicago, Illinois 60603,
Attention of Sabana Johnson (Telecopy No. (312) 385-7096); and

     

     

    
 

    
      
        
           


        

        
          50

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (iv)           if
to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.

    


    (b)           Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to notices
pursuant to Article II unless otherwise agreed by the Administrative Agent and
the applicable Lender.  The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular notices
or communications.

    


    (c)           Any
party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

    


    SECTION
9.02.  Waivers;
Amendments.  (a) No failure or delay by the Administrative
Agent or any Lender in exercising any right or power hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power.  The rights and remedies of the Administrative
Agent and the Lenders hereunder are cumulative and are not exclusive of any
rights or remedies that they would otherwise have.  No waiver of any
provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.  Without limiting the generality of the foregoing, the making
of a Loan shall not be construed as a waiver of any Default, regardless of
whether the Administrative Agent, any Lender may have had notice or knowledge of
such Default at the time.

    


    (b)           Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce the principal amount of any Loan or reduce
the rate of interest thereon, or reduce any fees payable hereunder, without the
written consent of each Lender affected thereby, (iii) postpone the scheduled
date of amortization or payment of the principal amount of any Loan, or any
interest thereon, or any fees payable hereunder, or reduce the amount of, waive
or excuse any such payment, without the written consent of each Lender affected
thereby, (iv) change Section 2.15(b) or (c) or any other provision hereof in a
manner that would alter the pro rata sharing of payments required thereby or the
definition of “Applicable Percentage”, without the written consent of each
Lender, (v) change any of the provisions of this Section or the definition of
“Required Lenders” or any other provision hereof specifying the number or
percentage of Lenders required to waive, amend or modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender or (vi) release all or substantially all of the
collateral under the Pledge Agreement(s) or release any Guarantor from its
obligations under the Subsidiary Guaranty, without the written consent of each
Lender; provided further that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent hereunder without the
prior written consent of the Administrative Agent.

     

     

    
 

    
      
        
           


        

        
          51

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
9.03.  Expenses; Indemnity; Damage
Waiver.  (a) The Borrower shall pay (i) all reasonable out of
pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this
Agreement or any actual or proposed amendments, modifications or waivers of the
provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by
the Administrative Agent or any Lender, including the fees, charges and
disbursements of any counsel for the Administrative Agent or any Lender, in
connection with the enforcement or protection of its rights in connection with
this Agreement, including its rights under this Section, or in connection with
the Loans made hereunder, including all such out-of pocket expenses incurred
during any workout, restructuring or negotiations in respect of such
Loans.

    


    (b)           The
Borrower shall indemnify the Administrative Agent, the Pledgee, each Lender, and
each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other
transactions contemplated hereby, including the Acquisition, (ii) any Loan or
the use of the proceeds therefrom, (iii) any actual or alleged presence or
release of Hazardous Materials on or from any Property owned or operated by the
Borrower or any of its Subsidiaries, or any Environmental Liability related in
any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such
Indemnitee.

    


    (c)           To
the extent that the Borrower fails to pay any amount required to be paid by it
to the Administrative Agent or the Pledgee under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent such
Lender’s ratable share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought by reference to the
aggregate outstanding Loans) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such.

     

     

    
 

    
      
        
           


        

        
          52

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (d)           To
the extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or the use of the proceeds thereof.

    


    (e)           All
amounts due under this Section shall be payable promptly after written demand
therefor.

    


    SECTION
9.04.  Successors and
Assigns.  (a) The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that (i) except as expressly
contemplated by the Acquisition Agreement and consistent with the definition of
“Borrower” herein, the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this
Section.  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants (to the extent
provided in paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

    


    (b)           (1)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans at the time owing to it) with the prior written consent (such consent not
to be unreasonably withheld) of:

    


    (A)         the
Borrower, provided that no
consent of the Borrower shall be required (1) for an assignment on or within two
Business Days of the date hereof by an initial Lender hereunder to a “Lender”
under the Existing Credit Agreement or (2) for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or if an Event of Default has
occurred and is continuing, any other assignee; and

    


    (B)         
the Administrative Agent, provided that no
consent of the Administrative Agent shall be required for an assignment of all
or any portion of a Loan to a Lender, an Affiliate of a Lender or an Approved
Fund.

    


    (ii)           Assignments
shall be subject to the following additional conditions:

    


    (A)         except
in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire Loan, the amount of the Loan of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $1,000,000, unless each of the Borrower and the
Administrative Agent otherwise consent, provided that no such
consent of the Borrower shall be required if an Event of Default has occurred
and is continuing;

     

     

    
 

    
      
        
           


        

        
          53

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (B)          each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement, provided that this
clause shall not be construed to prohibit the assignment of a proportionate part
of all the assigning Lender’s rights and obligations in respect of its
Loan;

    


    (C)          the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
$3,500; and

    


    (D)          the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire in which the assignee designates one or more
Credit Contacts to whom all syndicate-level information (which may contain
material non-public information about the Borrower and its affiliates, the
Guarantors and their related parties or their respective securities) will be
made available and who may receive such information in accordance with the
assignee’s compliance procedures and applicable laws, including Federal and
state securities laws.

    


    For the
purposes of this Section 9.04(b), the term “Approved Fund” has
the following meaning:

    


    “Approved Fund” means
any Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

    


    (iii)           Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and
Assumption the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.12,
2.13, 2.14 and 9.03).  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
Section 9.04 shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.

    


    (iv)           The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitments of, and principal amount of the Loans owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

     

     

    
 

    
      
        
           


        

        
          54

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (v)           Upon
its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register; provided that if
either the assigning Lender or the assignee shall have failed to make any
payment required to be made by it pursuant to Section 2.04(b), 2.15(d) or
9.03(c), the Administrative Agent shall have no obligation to accept such
Assignment and Assumption and record the information therein in the Register
unless and until such payment shall have been made in full, together with all
accrued interest thereon.  No assignment shall be effective for
purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

    


    (c)           (i) Any
Lender may, without the consent of the Borrower or the Administrative Agent,
sell participations to one or more banks or other entities (a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans owing to it); provided that (A)
such Lender’s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this
Agreement.  Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such
Participant.  Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this
Section.  To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 9.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.15(c) as though it were a
Lender.

    


    (ii)           A
Participant shall not be entitled to receive any greater payment under Section
2.12 or 2.14 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written
consent.  A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as
though it were a Lender.

     

     

    
 

    
      
        
           


        

        
          55

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    (d)           Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

    


    SECTION
9.05.  Survival.  All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this
Agreement and the making of any Loans, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid.  The
provisions of Sections 2.12, 2.13, 2.14 and 9.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans or the termination
of this Agreement or any provision hereof.

    


    SECTION
9.06.  Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and any separate letter agreements
with respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof.  Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.  Delivery of an executed counterpart of a signature page of
this Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

    


    SECTION
9.07.  Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

    


    SECTION
9.08.  Right
of Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement and although such obligations
may be unmatured.  The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which
such Lender may have.

     

     

    
 

    
      
        
           


        

        
          56

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
9.09.  Governing Law; Jurisdiction;
Consent to Service of Process.  (a) This Agreement shall
be construed in accordance with and governed by the law of the State of New
York.

    


    (b)           The
Borrower hereby irrevocably and unconditionally submits, for itself and its
Property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court.  Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.  Nothing in this
Agreement shall affect any right that the Administrative Agent or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement
against the Borrower or its Properties in the courts of any
jurisdiction.

    


    (c)           The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any court referred to in paragraph (b) of this
Section.  Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

    


    (d)           Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01.  Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other
manner permitted by law.

    


    SECTION
9.10.  WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

     

    
 

    
      
        
           


        

        
          57

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
9.11.  Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

    


    SECTION
9.12.  Confidentiality.  Each
of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower or
(h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent or any Lender on a non-confidential basis
from a source other than the Borrower.  For the purposes of this
Section, “Information” means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a non-confidential basis prior to
disclosure by the Borrower; provided that, in the
case of information received from the Borrower after the date hereof, such
information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

    


    EACH
LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO
IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES,
AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF
MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC
INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.

    


    ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS AFFILIATES,
AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES) AND ITS
SECURITIES.  ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND
THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE
QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND
APPLICABLE LAW.

     

     

    
 

    
      
        
           


        

        
          58

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    SECTION
9.13.  Interest Rate
Limitation.  Notwithstanding anything herein to the contrary,
if at any time the interest rate applicable to any Loan, together with all fees,
charges and other amounts which are treated as interest on such Loan under
applicable law (collectively, the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by the Lender
holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan
but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.

    


    SECTION
9.14.  USA
PATRIOT Act.  Each Lender that is subject to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”) hereby notifies the Borrower that pursuant to the
requirements of the Act, it is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of
the Borrower and other information that will allow such Lender to identify the
Borrower in accordance with the Act.

    


    SECTION
9.15.  Limitation of Applicability
of Certain Provisions.  Notwithstanding anything herein to the
contrary (but without diminishing the effect of Section 4.01(l)), the provisions
of Sections 2.09, 2.12, 9.03(a) and 9.03(b), Article III (other than Sections
3.01, 3.02, 3.03(b), 3.12 and 3.13), Article V, Article VI and Article VII shall
be of no force or effect as to, and shall not be binding (a) upon KFG at any
time or (b) upon Splitco unless and until it shall have merged with and into
Merger Sub.

    


    SECTION
9.16.  Release of
KFG.  Upon the execution, delivery and effectiveness of the
Splitco Contribution Agreement, KFG shall cease to be the Borrower hereunder and
KFG and its subsidiaries, officers and employees shall be forever released and
discharged from any and all obligations or liabilities arising under or pursuant
to this Agreement or any certificate or agreement delivered or executed in
connection with this Agreement.

     

     

    
 

    
      
        
           


        

        
          59

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

    
      


      
        	 
      	
                KRAFT
      FOODS GLOBAL, INC.

              
	 
      	 
      	 
      
	 
      	
                By

              	/s/
      Dexter P. Congbalay
	 
      	
                Name:

              	     
      Dexter P. Congbalay
	 
      	
                Title:

              	     
      Authorized Officer


      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

     

     

     

    
      
        	 
      	
                JPMORGAN
      CHASE BANK, N.A., individually and as Administrative
  Agent

              
	 
      	 
      	 
      
	 
      	
                By

              	/s/
      Jason A. Rastovski  
	 
      	
                Name:

              	    
      Jason A. Rastovski
	 
      	
                Title:

              	    
      Vice President


      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

     

     

    
      
        	 
      	
                BANK
      OF AMERICA, N.A.

              
	 
      	 
      	 
      
	 
      	
                By

              	/s/
      Michael Delaney  
	 
      	
                Name:

              	    
      Michael Delaney
	 
      	
                Title:

              	    
      Vice President


      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

    
 

    Schedule
1.01

    


    Pricing
Schedule

     

    
      	
              Applicable
      Rate

            	
              Level
      I

              Status

            	
              Level
      II

              Status

            	
              Level
      III

              Status

            	
              Level
      IV

              Status

            	
              Level
      V

              Status

            
	
              Eurodollar

              Spread

            	
              .75%

            	
              1.00%

            	
              1.25%

            	
              1.50%

            	
              1.75%

            
	
              ABR

              Spread

            	
              0%

            	
              0%

            	
              0%

            	
              .25%

            	
              .50%

            


    

     

    For the
purposes of this Schedule, the following terms have the following
meanings:

    


    “Financials”
means the annual or quarterly financial statements of the Borrower delivered
pursuant to Section 5.01 of this Agreement.

    


    “Level I
Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, the Net Leverage Ratio is
less than or equal to 2.00 to 1.00.

    


    “Level II
Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, (i) the Borrower has not
qualified for Level I Status and (ii) the Net Leverage Ratio is less than or
equal to 2.50 to 1.00.

    


    “Level
III Status” exists at any date if, as of the last day of the fiscal quarter of
the Borrower referred to in the most recent Financials, (i) the Borrower has not
qualified for Level I Status or Level II Status and (ii) the Net Leverage Ratio
is less than or equal to 3.00 to 1.00.

    


    “Level IV
Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, (i) the Borrower has not
qualified for Level I Status, Level II Status or Level III Status and (ii) the
Net Leverage Ratio is less than or equal to 3.50 to 1.00.

    


    “Level V
Status” exists at any date if the Borrower has not qualified for Level I Status,
Level II Status, Level III Status or Level IV Status.

    


    “Status”
means Level I Status, Level II Status, Level III Status, Level IV Status, or
Level V Status.

    


    The
Applicable Rate shall be determined in accordance with the foregoing table based
on the Borrower’s Status as reflected in the then most recent
Financials.  Adjustments, if any, to the Applicable Rate shall be
effective five Business Days after the Administrative Agent has received the
applicable Financials.  If the Borrower fails to deliver the
Financials to the Administrative Agent at the time required pursuant to the
Credit Agreement, then the Applicable Rate shall be the highest Applicable Rate
set forth in the foregoing table until five Business Days after such Financials
are so delivered.  Until adjusted upon delivery of Financials after
the Effective Date, Level IV Status shall be deemed to exist.*

    


    * Unless
Financials received prior to the Effective Date would result in Level V
Status.

     

     

    
 

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

     

    
 

    Schedule
2.01

    


    Commitments

    


    
      	
              JPMorgan
      Chase Bank, N.A.

            	
              $160,000,000

            
	
              Bank
      of America, N.A.

            	
              $40,000,000

            
	
              TOTAL

            	
              $200,000,000

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

     

    
 

    Schedule
3.01

    


    Initial
Guarantors

    


    
      	
              1.

            	
              Bremner
      Food Group, Inc., a Nevada
corporation

            


    

    


    
      	
              2.

            	
              Flavor
      House Products, Inc., a Delaware
corporation

            


    

    


    
      	
              3.

            	
              Nutcracker
      Brands, Inc., a Georgia corporation

            


    

    


    
      	
              4.

            	
              RH
      Financial Corporation, a Nevada
corporation

            


    

    


    
      	
              5.

            	
              Ripon
      Foods, Inc., a Wisconsin
corporation

            


    

    


    
      	
              6.

            	
              Sugar
      Kake Cookie Inc., a Delaware
corporation

            


    

    


    
      	
              7.

            	
              Heritage
      Wafers, LLC, a Wisconsin
corporation

            


    

    


    
      	
              8.

            	
              The
      Carriage House Companies, Inc., a Delaware
  corporation

            


    

    


    
      	
              9.

            	
              Ralcorp
      Frozen Bakery Products, Inc., a Delaware
  corporation

            


    

    


    
      	
              10.

            	
              Community
      Shops, Inc., an Illinois
corporation

            


    

    


    
      	
              11.

            	
              The
      Bun Basket, Inc., a Michigan
corporation

            


    

    


    
      	
              12.

            	
              Lofthouse
      Bakery Products, Inc., a Nevada
corporation

            


    

    


    
      	
              13.

            	
              Medallion
      Foods, Inc., an Arkansas
corporation

            


    

    


    
      	
              14.

            	
              Parco
      Foods, L.L.C., a Delaware limited liability
  company

            


    

    


    
      	
              15.

            	
              Post
      Foods, LLC (formerly known as Cable Newco LLC), a Delaware limited
      liability company

            


    

    


    
      	
              16.

            	
              Cottage
      Bakery, Inc., a California
corporation

            


    

    


    
      	
              17.

            	
              Bloomfield
      Bakers, A California Limited
Partnership

            


    

    


    
      	
              18.

            	
              Lovin
      Oven, LLC, a California limited liability
  company

            


    

    


    
      	
              19.

            	
              Ralcorp
      Mailman LLC, a Delaware limited liability
  company